CLÍNICAS INTERDISCIPLINARIAS DE DISTINTAS ESPECIALIDADES

InfoRmaTIon puRsuanT To

The geRman TaKeoveR dIReCTIve

ImplemenTaTIon aCT

1. Composition of the subscribed capital The nominal capital of the company amounts to € 37,355,471 and is divided into 37,355,471 bearer shares with a nominal value of € 1.00 each. All shares are ordinary shares. They include the rights and obligations arising from the German Stock Corporation Act (AktG).

2. Restrictions concerning the voting rights or transfer of shares: None

3. Direct or indirect stock ownership above 10 %: None

4. Bearers of shares with special rights: None 5. Type of voting right control in case of employee ownership: None

6. Legal regulations and by-laws concerning the appointment and dismissal of members of the Executive Board and concerning changes in by-laws:

The appointment and dismissal of members of he Executive Board is pursuant to Art. 84 & 85 German Stock Corporation Act (AktG).

Notwithstanding Art. 179 Para. 2 AktG, changes in the by-laws through the Annual General Meeting in addition to the simple majority of votes pursuant to Art. 133 Para. 1 AktG only require the simple majority of the nominal capital present at the adoption of a resolution unless the resolution applies to concerns changing the objective of the company. As for the rest, Art. 133, Art. 179 - 181 AktG apply.

Name/

function Date Transactiontype and market WKN/ISIN Quantity Price in € Volume in €

Günter Bachmann, Mitglied des Aufsichtsrates 11/12/2009 Purchase of shares, Düsseldorf 723890/ DE0007238909 8,000 2.84 22,720.00 Günter Bachmann, Mitglied des Aufsichtsrates 13/01/2010 Purchase of shares, Düsseldorf 723890/ DE0007238909 5,000 4.13 20,650.00

56 stauts reportCoMpenSatIon report

7. Authorization of the Executive Board to issue and buy-back shares

7.1. The Executive Board is authorized to increase the nominal capital of the company at one time or several times up to € 4,574,843.00 in total through the issuance of new, bearer shares with a nominal capital of € 1.00 against cash payments and/or contributions in kind (Authorized Capital III). With approval of the Supervisory Board the sub- scription rights of shareholders can be excluded in case of capital increases against contributions in kind, especially in the course of the acquisition of companies, parts of companies, participations in companies or other assets as well as in the course of mergers, in particular by means of amalgamations.

7.2. The Executive Board is authorized to increase the nominal capital of the company at one time or several times up to € 7,000,000 in total through the issuance of new, bearer shares with a nominal capital of € 1.00 against cash payments and/or contributions in kind (Authorized Capital I). With approval of the Supervisory Board the subscription rights of shareholders can be excluded in case of capital increases against contributions in kind, especially in the course of the acquisition of companies, parts of companies, participations in companies or other assets as well as in the course of mergers, in particular by means of amalgamations.

7.3 The Executive Board is authorized to issue at one time or at several times interest-yielding bearer warrant bonds and/or convertible bonds with a total nominal value of up to € 250,000,000 with a maximum time to maturity of 20 years and to grant the bearers of the warrant bonds option rights and bearers of the convertible bonds conversion rights for bearer shares of the SINGULUS TECHNOLOGIES AG with a nominal value of € 1.00 each with a

proportional amount to the nominal capital of up to € 13,000,000 in total. The issuance of warrant and/or convertible bonds against contribution in kind can also be permitted. The subscription rights of the shareholders can be excluded if the issue price does not fall short of the market value of the warrant or convertible bond or if the bond is issued against contribution in kind.

8. Change of control clauses and compensation agreements

8.1 Except for the employment contract of Mr. Lacher for the period of his appointment to the Executive Board, the employment contracts of the Executive Board members include change of control clauses. Accordingly, members of the Executive Board will receive a special payment in the amount of the fixed salary at the point of time of termination of the employment for one year in case the employment is not prolonged, terminated or the Executive Board member is suspended after a change of control at the SINGULUS

TECHNOLOGIES AG. A change of control in this

meaning occurs if a shareholder has gained control over the company in the sense of Art. 29 Wertpapiererwerbs- und Übernahmegesetzes (WpÜG), i.e. at least 30 % of the voting rights of the SINGULUS TECHNOLOGIES AG.

In addition, the members of the Executive Board – except for Mr. Lacher – have an extraordinary termination right in case of a change of control, to terminate the employment, if differences with the new majority shareholders arise about the future strategic positioning or if the relationship with the majority shareholder is distressed for others reasons. Each member of the Executive Board is entitled to terminate the employment contract with a notice of 6 months or to resign from the Executive Board within one year after a change of control. In case of such an extraordinary

termination the Executive Board member will not receive a severance payments or compensation for the remaining term of the contract from the point of the termination.

The company grants Dr.-Ing. Rinck and Dr.-Ing. Pawlakowitsch a special bonus in the amount of € 500,000 per annum if a specified level of earnings per share is reached (performance target). Otherwise the special bonus is locked-up until the performance target is met in one of the following years. The same holds true for virtual shares, which members of the Executive Board can acquire instead of a special bonus in cash. The information is provided in the compensation report as part of the status report.

The compensation report describes the compensation of the member of the Executive Board in detail and also includes the incentive systems. If the employment contract after a change of control at the SINGULUS

TECHNOLOGIES AG is not prolonged or terminated,

if the member of Executive Board is suspended or exercises the right of extraordinary termination, all locked-up special bonuses and locked-up virtual shares become due or are available for sale with termination of the employment contract irrespective of the expiration of lock-up periods or the achievement of performance targets.

8.2 The overall stock options issued on the basis of the stock option programs 2005, 2007 and 2008 to Executive Board members of the

SINGULUS TECHNOLOGIES AG, members of

managing bodies of subordinated related companies as well as executives and employees of the SINGULUS TECHNOLOGIES AG can be exercised ahead of schedule after expiration of the qualifying time, if a takeover offer in the sense of Art. 29 Para. 1 German Security Acquisition and Takeover Act (WpÜG) is submitted for the

SINGULUS TECHNOLOGIES AG or a person gains

control in the sense of Art. 29 Para 2 WpÜG, i. e. holds at least 30 % of the voting rights of the

SINGULUS TECHNOLOGIES AG.

A control in this sense already exists if a relevant contract regarding the disposal of shares is unconditional even if it has not been executed. However, the exercise of all stock options is only possible if the performance targets pursuant to the relevant stock option plan are achieved at a later exercise period or at the point in time when the takeover offer or the change of control occurs. Kahl/Main, March 2010

sIngulus TeChnologIes ag the executive board

Roland lacher Chief executive officer

dr.-Ing. anton pawlakowitsch executive board Member

dr.-Ing. stefan Rinck executive board Member

58 declaration of the executive board

deClaRaTIon of The exeCuTIve