Auditors opinion

We have audited the consolidated financial statements, consisting of the balance sheet, the profit and loss statement, the statement of income and accumulated earnings, the statement of comprehensive income, the cash flow statement, and the statement of changes in equity, the notes to the financial statement and the Group management report for the financial year from 1 January to 31 December 2009. The bookkeeping and the preparation of the consolidated financial statements and the Group management report in accordance with IFRS, as they are applicable in the EU, and the regulations according to § 315a para. 1 of the German Commercial Code are the responsibility of the legal representatives of the company. Our task is to evaluate the consolidated financial statements and the Group management report based on the audit performed by us.

We have carried out our audit of the consolidated financial statements in accordance with § 317 of the German Commercial Code, taking into account the established German principles for proper and orderly reporting relating to audits of financial statements by the Institute of German Auditors (Institut der Wirtschaftsprüfer, IDW). Accordingly, the audit is to be planned and realised in such a way that inaccuracies and violations, which essentially affect the presentation of the asset, financial and earnings position as stated by the consolidated financial statements with respect to the generally accepted accounting principles and by the Group management report, can be recognised with sufficient certainty. When determining the audit procedures, the knowledge of the business activity and of the economic and legal environment of the Group, as well as the expectations regarding possible errors are taken into account.

In the context of the audit, the effectiveness of the internal control system regarding accounting, and verification of the data in the consolidated financial statements and the Group management report are evaluated mainly on the basis of samples.

The audit includes the assessment of the annual financial statements of the companies included in the consolidated financial statements, the separation of the consolidated companies, the accounting and consolidation principles applied, and the essential estimates of the legal representatives, as well as the assessment of the overall view of the consolidated financial statements and the Group management report. We are of the view that our audit constitutes a sufficiently firm basis for our assessment.

Our audit has not resulted in any objections.

According to our assessment - based on the knowledge obtained during the audit -, the consolidated financial statements take into account the principles of proper and orderly bookkeeping according to IFRS as they apply in the EU, and comply with the regulations according to § 315a para. 1 of the German Commercial Code and convey a true and fair view of the asset, financial and earnings position of the company that corresponds to the actual circumstances. The Group management report is in line with the consolidated financial statements, gives overall an accurate description of the position of the Group, and accurately presents the opportunities and risks of the future development.

Berlin, 5 March 2010

Ernst & Young GmbH
Auditing company

Völker
Auditor
Glöckner
Auditor

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