With the report of the supervisory board, the group financial statements and group annual report

AGENDA:

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1. FINANCIAL STATEMENTS AND ANNUAL REPORTPRESENTATION OF THE

FINANCIAL STATEMENTS AND ANNUAL REPORT FOR THE 2014 FINANCIAL YEAR

WITH THE REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL

STATEMENTS AND GROUP ANNUAL REPORT

2. RESOLUTION ON THE APPROPRIATION OF THE DISTRIBUTABLE PROFITTHE

DISTRIBUTABLE PROFIT OF EUR 469,135.40 SHALL BE APPROPRIATED AS

FOLLOWS:PAYMENT OF A DIVIDEND OF EUR 0.03 PER NO-PAR SHAREEUR

28,135.40 SHALL BE CARRIED FORWARDEX-DIVIDEND AND PAYABLE DATE:

JUNE 4, 2015

3. RATIFICATION OF THE ACTS OF THE BOARD OF MDS

4. RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD

5. APPOINTMENT OF AUDITORS FOR THE 2015 FINANCIAL YEAR: BW

REVISION GMBH, DETTINGEN UNTER TECK

6. AUTHORIZATION TO ACQUIRE OWN SHARESTHE BOARD OF MDS SHALL BE

AUTHORIZED TO ACQUIRE SHARES OF THE COMPANY OF UP TO 10 PCT. OF

THE SHARE CAPITAL AT PRICES NOT DEVIATING MORE THAN 20 PCT. FROM

THE MARKET PRICE OF THE SHARES, ON OR BEFORE JUNE 2, 2020.THE

BOARD OF MDS SHALL BE AUTHORIZED TO USE THE SHARES FOR MERGERS AND

ACQUISITIONS, TO USE THE SHARES IN CONNECTION WITH COMPENSATION

PAYMENTS TO SHAREHOLDERS, TO USE THE SHARES FOR SERVICING OPTION

AND/OR CONVERSION RIGHTS, AND TO RETIRE THE SHARES

7. RESOLUTION ON THE ADJUSTMENT OF THE EXISTING CONTINGENT

CAPITAL, THE AUTHORIZATION TO ISSUE CONVERTIBLE AND/OR WARRANT

BONDS, THE CREATION OF A CONTINGENT CAPITAL 2015, AND THE

EXISTING CONTINGENT CAPITAL 2011 SHALL BE REDUCED TO EUR

1,320,000.THE EXISTING CONTINGENT CAPITAL 2010 AND 2014 SHALL BE

REVOKED. THE BOARD OF MDS SHALL BE AUTHORIZED, WITH THE CONSENT OF

THE SUPERVISORY BOARD, TO ISSUE BEARER BONDS OF UP TO EUR

20,000,000, HAVING A TERM OF UP TO 20 YEARS AND CONFERRING

CONVERSION AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY, ON OR

BEFORE JUNE 2, 2020.SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION

RIGHTS EXCEPT FOR IN THE FOLLOWING CASES: - BONDS ARE ISSUED AT A

PRICE NOT MATERIALLY BELOW THEIR THEORETICAL MARKET VALUE AND

CONFER CONVERSION AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY

OF UP TO EUR 1,470,000, - RESIDUAL AMOUNTS HAVE BEEN EXCLUDED FROM

SUBSCRIPTION RIGHTS.THE COMPANY.S SHARE CAPITAL SHALL BE INCREASED

ACCORDINGLY BY UP TO EUR 6,030,000 THROUGH THE ISSUE OF UP TO

6,030,000 NEW REGISTERED NO-PAR BEARER SHARES, INSOFAR AS

CONVERSION AND/OR OPTION RIGHTS ARE EXERCISED (CONTINGENT CAPITAL

2015).

8. RESOLUTION ON THE REVOCATION OF THE EXISTING AUTHORIZED

CAPITAL, THE CREATION OF NEW AUTHORIZED CAPITAL, AND THE

CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION THE

EXISTING AUTHORIZED CAPITAL 2014 SHALL BE REVOKED. THE BOARD OF

MDS SHALL BE AUTHORIZED, WITH THE CONSENT OF THE SUPERVISORY

BOARD, TO INCREASE THE SHARE CAPITAL BY UP TO EUR 7,350,000

THROUGH THE ISSUE OF NEW REGISTERED NO-PAR SHARES AGAINST

CONTRIBUTIONS IN CASH AND/OR KIND, ON OR BEFORE JUNE 2, 2020

(AUTHORIZED CAPITAL 2015).SHAREHOLDERS SHALL BE GRANTED

SUBSCRIPTION RIGHTS EXCEPT FOR IN THE FOLLOWING CASES: - RESIDUAL

AMOUNTS HAVE BEEN EXCLUDED FROM SUBSCRIPTION RIGHTS, - SHARES ARE

ISSUED AGAINST CONTRIBUTIONS IN KIND FOR ACQUISITION PURPOSES, -

SHARES ARE ISSUED AGAINST CONTRIBUTIONS IN CASH AT A PRICE NOT

MATERIALLY BELOW THEIR MARKET PRICE AND THE CAPITAL INCREASE DOES

NOT EXCEED 10 PCT. OF THE SHARE CAPITAL.