Common use of The Operational Hive Clause in Contracts

The Operational Hive. down and the Transitions Contingent On The Lease have no other effects on the employment and apprenticeships. In particular, no special measures are currently planned in respect of the Operational Hive- down and the Transitions Contingent On The Lease. The consequences of the termination of the Business Lease Agreements are outlined in § 13. The HoldCos do not have any employees or employee representatives. Since, on the basis of this Holding Hive-down Agreement, only company shares of the OpCos are hived down, the Holding Hive-down has no effect on the em- ployment relationships existing at the OpCos. In particular, the transfer of the company shares in the OpCos to the HoldCos does not meet the prerequisites of a transfer of undertaking within the meaning of Sec. 613a BGB. Therefore, no employment relationships are transferred from the OpCos to the HoldCos in the course of the Holding Hive-down. Overall, the Holding Hive-down does not have any impact on the employees and their representative bodies and no special measures are planned with respect to the Holding Hive-down. As for the presentation of the effects of the Operational Hive-down, the Transitions Contingent On The Lease, and the termination of the Business Lease Agree- ments, please refer to the explanatory comments in § 11 and § 13. 13.1 Upon termination of the respective Business Lease Agreement, the employ- ment relationships allocated in each case to the operation of the Operating Unit KGaA Healthcare, the Operating Unit KGaA Life Science, or the Operat- ing Unit KGaA Performance Materials shall be transferred from KGaA to the respective OpCo at the respective termination date, including the pension enti- tlements granted under the German Company Pensions Act (Betriebsren- tengesetz) as detailed in Sec. 613a BGB, including all rights and obligations. The years of service rendered at KGaA or recognized by KGaA shall apply in full as performed at the specific OpCo. Furthermore, the employment and ap- prenticeships transferred pursuant to Sec. 613a BGB shall not be terminated due to the transfer of undertaking (Sec. 613a (4) BGB). 13.2 The apprenticeships of the apprentices of KGaA shall not be covered by the transfers of the operations to the OpCos upon termination of the Business Lease Agreements, even if they were deployed in the respective Operating Unit at the respective termination date. The apprenticeships exist even after the termination of the Business Lease Agreements with KGaA and do not transition to the OpCos. As a result, there will be no adverse effects on the ap- prenticeships. The existing structure of the apprenticeships shall be continued by KGaA and the OpCos. 13.3 As detailed in Sec. 613a BGB, the respective OpCo shall be liable for all obli- gations arising from the employment relationships transferred from KGaA in the course of the termination of the Business Lease Agreement. In addition to the respective OpCos, KGaA shall be liable for obligations arising from the transferred obligations if the liabilities arose before the respective transfer of undertaking and fall due within one year of the respective transfer of undertak- ing. If such liabilities fall due after the effective date of the respective transfer of undertaking, KGaA shall be liable only to that extent that such liabilities re- late to the assessment period that has expired at the effective date of the trans- fer of undertaking (Sec. 613a (2) s. 2 BGB). 13.4 The termination of the Business Lease Agreements shall have no impact on the position and responsibilities of the existing employee representatives. The OpCos shall accede to the Collective Bargaining Agreement On Works Council Structure no later than upon the termination of the respective Business Lease Agreement. The Works Council Of Joint Works thus remains in office and will continue to be responsible for the employees whose employment rela- tionships transition to the OpCos even after termination of the Business Lease Agreements. The same applies to the youth and apprentices council, the repre- sentative body for severely disabled employees, and the economic committee constituted on the basis of the Collective Bargaining Agreement On Works Council Structure. The office and the responsibility of the Group Works Council of KGaA and the Euroforum established at KGaA shall also remain unaffected by the termi- nation of the Business Lease Agreements. The Group Works Council and the Euroforum will continue to be responsible also for those employees whose employment relationships transition to the OpCos. The committee representing the senior employees of KGaA shall remain in of- fice and continue to represent the senior employees whose employment rela- tionships are transferred to the OpCos even after the termination of the Business Lease Agreements. 13.5 The termination of the Business Lease Agreements has no impact on the works agreements concluded with the Works Council Of Joint Works, the group works agreements concluded with the Group Works Council of KGaA, and the agreements concluded with the committee representing the senior em- ployees. These continue to apply without any changes under collective bar- gaining laws to the employees whose employment contracts are transferred to the respective OpCo as a result of the termination of the Business Lease Agreements even after the termination of the Business Lease Agreements. 13.6 The OpCos shall join the employers' association which is a party to collective bargaining agreements, at the latest effective upon termination of the Business Lease Agreements. The relevant collective bargaining agreements shall apply without any changes under the collective bargaining laws to the employees whose employment relationships are transferred to the respective OpCo as a result of the termination of the Business Lease Agreements, even after the termination of the Business Lease Agreements, if this was the case previously. If the corresponding collective bargaining agreements apply based on individ- ual agreements (in particular due to a reference clause in the respective em- ployment contract), this shall also apply after termination of the Business Lease Agreements. 13.7 KGaA currently has a Supervisory Board that is staffed in accordance with the provisions of the German Co-Determination Act (Mitbestimmungsgesetz) equally with shareholder representatives and employee representatives. The termination of the Business Lease Agreements does not have any impact on the existence, composition, and time in office of the Supervisory Board. The employees whose employment relationships are transferred to the respective OpCos as a result of the termination of the Business Lease Agreements shall remain entitled to be voted into the Supervisory Board of KGaA. 13.8 Currently, the OpCos do not have supervisory boards. Upon termination of the respective Business Lease Agreements, HC OpCo and PM OpCo are expected to each employ more than 2,000 employees in Germany, so that for these companies, after the termination of the respective Business Lease Agreement, a Supervisory Board shall be formed in accordance with the German Co- Determination Act. Upon termination of the Business Lease Agreement, LS OpCo is expected to employ more than 500 but not more than 2,000 employ- ees in Germany, so that for the company, after termination of the Business Lease Agreement, a Supervisory Board shall be formed in accordance with the German One-Third Participation Act (Drittelbeteiligungsgesetz). 13.9 If, upon termination of the respective Business Lease Agreement, the Secured Direct Commitments, Secured Time Accounts, and other personnel-related ob- ligations secured by assumption of joint liability of the OpCo are transferred to the respective OpCo in the course of the Transitions Contingent On The Lease, assumption of joint liability granted by the OpCo in the course of the Transi- tions Contingent On The Lease shall lapse according to the corresponding provisions. 13.10 KGaA and the respective OpCo shall make their best efforts to ensure that the Asset and Liabilities Items to finance the transfer of pension entitlements are provided to the OpCo, and that the agreements in this regard can be continued with the previous pension providers at the same terms and conditions. This shall include in particular the transfer of the direct insurances as regards the employment relationships transitioning to the OpCo and the application for a status as the treasury entity (Kassenfirma) for the OpCo with the Pension Fund for the German Economy VVaG (Pensionskasse für die Deutsche Wirtschaft VVaG, PKDW), unless such status already exists. 13.11 The termination of the Business Lease Agreements has no other effects on the employment and apprenticeships. In particular, no special measures are cur- rently planned relating to the termination of the Business Lease Agreements.

The Operational Hive. down and the Transitions Contingent On The Lease have no other effects on the employment and apprenticeships. In particular, no special measures are currently planned in respect of the Operational Hive- down and the Transitions Contingent On The Lease. The consequences of the termination of the Business Lease Agreements are outlined in § 1347. The HoldCos do not have any employees or employee representatives. Since, on under the basis of this Holding Hive-down Agreement, only company shares of the OpCos are hived down, the Holding Hive-down has no effect on the em- ployment relationships employment rela- tionships existing at the OpCos. In particular, the transfer of the company shares in the OpCos to the HoldCos does not meet the prerequisites of a transfer trans- fer of undertaking within the meaning of Sec. 613a BGB. Therefore, no employment em- ployment relationships are transferred from the OpCos to the HoldCos in the course of the Holding Hive-down. Overall, the Holding Hive-down does not have any impact on the employees and their representative bodies and no special spe- cial measures are planned with respect to the Holding Hive-down. As for the presentation of the effects of the Operational Hive-down, the Transitions Contingent Con- tingent On The Lease, and the termination of the Business Lease Agree- mentsAgreements, please refer to the explanatory comments in § 11 45 and § 1347. 13.1 47.1 Upon termination of the respective Business Lease Agreement, the employ- ment relationships allocated in each case to the parts of the operation of the Operating Unit KGaA Healthcare, the Operating Unit KGaA Life Science, or the Operat- ing Operating Unit KGaA Performance Materials shall be transferred from KGaA to the respective OpCo at the respective re- spective termination date, including the pension enti- tlements entitlements granted under the German Company Pensions Act (Betriebsren- tengesetz) as detailed in Sec. 613a BGB, including all rights and obligationsobligations to the respective acquiring entities. The years of service rendered performed at KGaA or recognized by KGaA shall apply in full as performed at the specific OpCoacquiring entity. Furthermore, the employment and ap- prenticeships transferred relationships trans- ferred pursuant to Sec. 613a BGB shall not be terminated due to the transfer of undertaking (Sec. 613a (4) BGB). 13.2 47.2 The apprenticeships of the apprentices of KGaA shall are not be covered by the transfers of the operations to the OpCos un- dertaking upon termination of the Business Lease Agreements, even if they were deployed in the respective Operating Unit at the respective termination date. The apprenticeships exist shall continue to apply even after the termination of the Business Lease Agreements with KGaA and do shall not transition be transferred to the OpCosacquiring entities. As a result, there will be no adverse effects on the ap- prenticeshipsappren- ticeships. The existing structure of the apprenticeships shall will be continued by KGaA and the OpCosParties. 13.3 As detailed in Sec. 613a BGB, the 47.3 The respective OpCo acquiring entities shall be liable for all obli- gations obligations arising from the employment relationships transferred from KGaA in the course of the termination of the Business Lease AgreementAgreement according to Sec. 613a BGB. In addition to the respective OpCosacquiring entities, KGaA shall be liable for obligations arising from the transferred obligations if the liabilities arose before the respective transfer of undertaking and fall due within one year of the respective transfer of undertak- ingunder- taking. If such liabilities fall due after the effective date of the respective transfer trans- fer of undertaking, KGaA shall be liable only to that extent that such liabilities re- late relate to the assessment period that has expired at the effective date of the trans- fer transfer of undertaking (Sec. 613a (2) s. 2 BGB). 13.4 47.4 The termination of the Business Lease Agreements shall have no impact on the position and responsibilities of the existing employee representatives. The OpCos acquiring entities shall accede to the Collective Bargaining Agreement On Works Council Structure no later than upon the termination of the respective Business Lease AgreementAgreement becoming effective. The Works Council Of Joint Works thus remains in office and will shall continue to be responsible for the employees em- ployees whose employment rela- tionships transition working relationships are transferred to the OpCos acquiring entities even after termination of the Business Lease Agreements. The same applies to the youth and apprentices council, the repre- sentative representative body for severely disabled disa- bled employees, and the economic committee constituted on the basis of the Collective Bargaining Agreement On Works Council Structure. The office and the responsibility of the Group Works Council of KGaA and the Euroforum established at KGaA shall also remain unaffected by the termi- nation of the Business Lease Agreements. The Group Works Council and the Euroforum will Eu- roforum shall continue to be responsible also for those employees whose employment em- ployment relationships transition are transferred to the OpCosacquiring entities. The committee representing the senior executive employees of KGaA shall remain in of- fice charge and continue to represent the senior executive employees whose employment rela- tionships relationships are transferred to the OpCos acquiring entities even after the termination of the Business Lease Agreements. 13.5 47.5 The termination of the Business Lease Agreements has no impact on the works com- pany agreements concluded with the Works Council Of Joint Works, the group works company agreements concluded with the Group Works Council of KGaA, and the agreements concluded with the committee representing the senior em- ployeesex- ecutive employees. These continue to shall apply without any changes under the applica- ble collective bar- gaining bargaining laws to the employees whose employment contracts are transferred to the respective OpCo acquiring entity as a result of the termination of the Business Lease Agreements even after the termination of the Business Lease Agreements. 13.6 47.6 The OpCos acquiring entities shall join the employers' ’ association which is a party to collective bargaining agreements, at the latest effective upon termination of the Business Lease Agreements. The relevant collective bargaining agreements agree- ments shall apply without any changes under the collective bargaining laws to the employees whose employment relationships contracts are transferred to the respective OpCo acquiring entity as a result of the termination of the Business Lease AgreementsAgree- ments, even after the termination of the Business Lease Agreements, if this was the case previously. If the corresponding collective bargaining agreements apply based on individ- ual individual agreements (in particular due to a reference clause in the respective em- ployment employment contract), this shall also apply after termination of the Business Lease Agreements. 13.7 47.7 KGaA currently has a Supervisory Board that is staffed in accordance with the provisions of the German Co-Determination Act (Mitbestimmungsgesetz) equally with shareholder representatives and employee representatives. The termination of the Business Lease Agreements does not have any impact on the existence, composition, and time in office of the Supervisory Board. The employees whose employment relationships are transferred to the respective OpCos acquiring entities as a result of the termination of the Business Lease Agreements shall remain entitled to be voted into the Supervisory Board of KGaA. 13.8 Currently, the OpCos do not have supervisory boards. Upon termination of the respective Business Lease Agreements, HC OpCo and PM OpCo are expected to each employ more than 2,000 employees in Germany, so that for these companies, after the termination of the respective Business Lease Agreement, a Supervisory Board shall be formed in accordance with the German Co- Determination Act. Upon termination of the Business Lease Agreement, LS OpCo is expected to employ more than 500 but not more than 2,000 employ- ees in Germany, so that for the company, after termination of the Business Lease Agreement, a Supervisory Board shall be formed in accordance with the German One-Third Participation Act (Drittelbeteiligungsgesetz). 13.9 If, upon termination of the respective Business Lease Agreement, the Secured Direct Commitments, Secured Time Accounts, and other personnel-related ob- ligations secured by assumption of joint liability of the OpCo are transferred to the respective OpCo in the course of the Transitions Contingent On The Lease, assumption of joint liability granted by the OpCo in the course of the Transi- tions Contingent On The Lease shall lapse according to the corresponding provisions. 13.10 KGaA and the respective OpCo shall make their best efforts to ensure that the Asset and Liabilities Items to finance the transfer of pension entitlements are provided to the OpCo, and that the agreements in this regard can be continued with the previous pension providers at the same terms and conditions. This shall include in particular the transfer of the direct insurances as regards the employment relationships transitioning to the OpCo and the application for a status as the treasury entity (Kassenfirma) for the OpCo with the Pension Fund for the German Economy VVaG (Pensionskasse für die Deutsche Wirtschaft VVaG, PKDW), unless such status already exists. 13.11 The termination of the Business Lease Agreements has no other effects on the employment and apprenticeships. In particular, no special measures are cur- rently planned relating to the termination of the Business Lease Agreements.