074 Chap. 2 GROUP MANAGEMENT REPORT INFORMATION AND REPORT IN COMPLIANCE WITH SECTION 315 PARA. 4 HGB Information and report in compliance with section 315 para. 4 of the German Commercial Code (HGB) The subscribed capital of the company amounts to 137,420,784.64 and is divided into 53,679,994 unit shares to the bearer (bearer shares). All shares grant the same rights, i.e. there are no different categories of shares. Under the Articles of Association there are no restrictions referring to voting rights or to the transfer for shares. The Board of Management is not aware of any such restrictions based on agreements between shareholders. No shares have been issued with special rights conferring powers of control. As at February 18, 2008 Assicurazioni Generali S.p.A., Trieste, indirectly held a stake of 85.49 percent in AMB Generali (as at December 31, 2007: 85.05 percent). Out of that percentage a direct stake of 77.76 percent (as at December 31, 2007: 77.32 percent) in AMB Generali is held by Generali Beteiligungs-GmbH, Aachen. The company has not been informed of other direct or indirect shareholdings in its capital exceeding 10 percent of the voting rights. The Supervisory Board is responsible for appoint- ing and removing members of the Board of Manage- ment according to the legal provisions in sections 30 ff. of the Co-Determination Act (MitbestG) in conjunction with sections 84, 85 of the Companies Act (AktG) and the rules of art. 7 para. 1 of the Articles of Association. The Supervisory Board also determines the number of members in the Board of Management. As at Decem- ber 31, 2007 the Board of Management was composed of three members. According to section 119 para. 1 no. 5 AktG the authority for amending the Articles of Association lies with the General Meeting, which takes its resolutions in compliance with section 179 AktG. The authority to resolve amendments of the Articles of Association which merely refer to the wording has been transferred to the company's Supervisory Board in line with article 19 of the Articles of Association. The Board of Management manages the compa- ny in its own responsibility (section 76 AktG) and rep- resents the company in court and out of court (section 78 AktG). Pursuant to article 7 para. 3 of the Articles of Association, the company is represented by two mem- bers of the Board of Management or by one member of the Board of Management acting together with a "Prokurist" (authorized representative). The Board of Management is supervised by the Supervisory Board, to which management tasks cannot be transferred but which may resolve that specific transactions can only be carried out by the Board of Management with the approval of the Supervisory Board. Pursuant to article 5 para. 4 of the Articles of Association the Board of Management is authorized until May 18, 2009 to increase the share capital, with the approval of the Supervisory Board, by up to 68,710,392.32 by issuing, in one single or several partial amounts, a total number of up to 26,839,997 new unit shares to the bearer against contribution in cash or in kind (authorized capital). In the case of a capital increase against a contribution in kind the Board of Management is authorized to exclude the subscription right of shareholders with the approval of the Supervisory Board. In the case of a capital increase against a contribution in cash a subscription right is to be granted to the shareholders. The Board of Management is authorized, however, to exclude the subscription right of shareholders with the approval of the Supervisory Board, if at the moment when the issue price is determined, which should be as close as possible to the moment the shares are placed, is not materially below the stock-market price. This authorization to exclude subscription rights is subject to the condition that the total shares issued with the exclusion of subscription rights pursuant to section 186 para. 3 sent. 4 AktG within the five-year authori-