Voraussichtliches Abstimmungsverhalten der SdK Schutzgemeinschaft der Kapitalanleger e.V.

TOP 1
Presentation of the statutory Management Report and the consolidated Management Report for the fiscal year ended December 31, 2010.

No vote necessary

TOP 2
Presentation of the reports by the auditors of the Company in respect of the statutory financial statements of the Company and in respect of the consolidated financial statements of the Company and its Group, for the fiscal year ended December 31, 2010.

No vote necessary

TOP 3
Approval of the statutory financial statements of the Company for the fiscal year ended December 31, 2010.

AGREE Approval

TOP 4
Approval of the consolidated financial statements of the Company and its Group.

AGREE Approval
Statement: ERNST & YOUNG certifies that the CFS \"give a true and fair view\" in accordance with the IFRS rules.

TOP 5
Resolution concerning the allocation of the results of the Company for the fiscal year ended December 31, 2010, and approval of distributions.

AGREE Approval

TOP 6
Discharge to all the Directors of the Company who were in office during the fiscal year ended December 31, 2010.

DISAGREE to a general Approval. Request of individual discharge procedure, in view to Baffin inquiry concerning insider trade and in view to the \"Dresden case\"

TOP 7
Extension of the authorisation granted on April 21, 2010, to the Company, and/or any wholly-owned subsidiary (and/or any person acting on their behalf), to purchase, acquire, receive or hold shares in the Company.

DISAGREE
Such an allowance would lead to highly intransparent movements with shares of the company and could dammage interests of other shareholders. There should not be kept more than 10% of the share capital by the Gagfah-Group itself. As the Gagfah share is listed in the German M-Dax and traded on German stock exchanges, German Corporate Governance Codex rules should be respected.

_____________________________________________________________ Außerordentliche Hauptversammlung der GAGFAH AG am 21.04.2011

Voraussichtliches Abstimmungsverhalten der SdK Schutzgemeinschaft der Kapitalanleger e.V.

TOP 1
Decision to reduce the issued share capital and to cancel any shares acquired (or to be acquired) by the Company after January 21, 2011, pursuant to the buyback program of the Company announced on December 7, 2010, and reduction of the relevant reserves constituted in relation thereto;

AGREE Authorization. The action is based on an earlier decision of the shareholders.

TOP2
Decision to reduce the issued share capital of the Company by a maximum amount of € 70,600,000 by the repurchase and cancellation of a maximum of 56,480,000 shares from existing shareholders during a period ending nine (9) months after the date of the Extraordinary General Meeting of Shareholders

DISAGREE:
a) In the actual financial situation of Gagfah SA, there is no overflowing cash to go for such an operation. b) Why paying company money to shareholders who will no longer stay in the company? Buy-back programmes generally dammage shareholders who stay. If the sellers would have to go to the market, staying shareholders would get better buy-prices to reinforce their stake in the company. A Buy-back programme of the company is a gift to shareholders who quit, who have no longer interest in or lesser interests in the company.

TOP 3
Renewal and extension of the authorised un-issued share capital within the Company to be set at the amount of € 10,000,000,000, represented by 8,000,000,000 shares with a nominal value of one point twenty-five euro (€ 1.25) each

DISAGREE
Such an allowance is completely exaggerated compared to the actual share capital of the company (282 Mio €). As long as the management has no concrete plans or a developped concept on how to use the raised funds, there is no reason for such an authorization.

TOP 4
Change of the date of the Annual General Meeting of the Shareholders of the Company so that it be held on June 12 at 2:00 p.m. Luxembourg time; consequential amendment of the second paragraph of article 15 of the Articles of Association of the Company;

DISAGREE
The actual date was and is convenient. And there are no real reasons indicated, to change the date.

Auf der Hauptversammlung kann aus sachlichen Gründen gemäß den gesetzlichen Bestimmungen von oben genanntem Abstimmungsverhalten abgewichen werden.