Statutes DG BANK AG

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DGBankSa

Date of completion: 13.08.1998

Full quote:

" Articles of Association DG BANK AG of 13 August 1998 (BGBl. I p. 2114) "

Footnote

(+ + + Text evidence from: 19. 8.1998 + + +)
(Text of the law see: DGBankUmwG)

I.
General provisions

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§ 1

1.

The Company is :DG BANKDeutsche Genossenschaftsbank Aktiengesellschaft

2.

The joint-stock company is based in Frankfurt am Main. It can, where it is responsible for regional responsibility instead of cooperative central banks, form and maintain the main administrations and branches. In doing so, it has the necessary presence to guarantee the self-employed and self-responsible cooperative credit institutions in addition to a market-demanded service offer.

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§ 2

1.

The joint-stock company serves as a central credit institution for the promotion of the entire cooperative system. The promotion of the cooperative primary level and the cooperative central banks is an essential part of its legal funding task. It has an impact on the promotion of the cooperative housing industry. Mergers between cooperative credit institutions of the primary and the public limited liability companies are not permitted.

2.

The Company operates commercially available transactions of all kinds and supplementary transactions, including the acquisition of holdings. It can also indirectly implement its object.

3.

As a central credit institution, the joint-stock company operates the liquidity compensation in accordance with Art. 4 (7) lit. (n) the major EC credit directive (Council Directive 92 /121/EEC of 21 December 1992 on the supervision and control of large exposurements of credit institutions) for the associated primary cooperatives and the central banks of the cooperatives.

4.

In exceptional cases, the public limited-liability company may depart from the principle of granting credit in accordance with banking principles for the purpose of promoting the cooperative system and the cooperative housing industry. In assessing the representability of the loans, it is possible to take appropriate account of the cooperative liability obligation.

5.

With the approval of the Annual General Meeting, the Aktiengesellschaft may grant Genussrechte and hold asset deposits of silent partners. The approval of the general meeting must be given by a majority of three quarters of the capital represented by voting rights.

II.
Share capital and shares

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§ 3

1.

The share capital of the stock corporation is DM 2,533,920,000,-and is divided into 506,784 shares of the denominated shares in the nominal amount of 5,000,-DM.

2.

The Management Board is authorized by the General Assembly Decision of December 2, 1997, with the approval of the Supervisory Board by 31 December 1998, with the approval of the Supervisory Board, by issuing new shares against money inlay by up to a total of 300 million. Increase DM to pari (authorized capital I). A subscription right shall be granted to the shareholders. However, the Management Board is authorized, with the approval of the Supervisory Board, to exclude top amounts from the subscription rights of the shareholders and to exclude the subscription right also. The Management Board is authorized, with the approval of the Supervisory Board, to determine the other conditions of the capital increase.

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§ 4

1.

The transfer of registered shares and the subscription rights arising from the registered shares shall require the prior approval of the general meeting by a majority of three quarters of the capital represented by voting rights.

2.

The right to individual securitization of the shares is excluded.

3.

The Board of Management shall determine the form of share certificates, interim notes and profit share and renewal certificates. The same shall apply to securities issued otherwise by the Aktiengesellschaft.

4.

The shares in the share book are exclusively relevant for the public limited liability company with regard to the exercise of the rights arising from the registered shares and the address of the shareholders.

III.
Bodies of the Aktiengesellschaft

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§ 5

The institutions of the Aktiengesellschaft are:

a)

The Management Board,

b)

the Supervisory Board,

c)

the general meeting.

IV.
The Executive Board

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§ 6

1.

The Management Board shall consist of at least three members. The number of Management Board members is determined by the Supervisory Board.

2.

Appointment and dismise of the members of the Management Board shall be effected by the Supervisory Board in accordance with the provisions of the Act of Acts and in accordance with the provisions of the Codetermination Act. The Supervisory Board shall appoint a member of the Executive Board of the Aktiengesellschaft to the Chairman of the Board of Management; he may appoint one or more alternate members. He can appoint deputy members of the Board of Management.

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§ 7

1.

The joint-stock company is represented by two board members or by a board member together with a procurist.

2.

The Prokurists are appointed by the Board of Directors.

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§ 8

1.

The Management Board shall conduct the Company's operations in accordance with the laws, the Articles of Association and the Rules of Procedure of the Executive Board.

2.

The Management Board shall adopt its rules of procedure with the approval of the Supervisory Board.

V.
Supervisory Board

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§ 9

1.

The Supervisory Board consists of 20 members. Of these, nine members are elected by the Annual General Meeting and ten members are elected by the employees in accordance with the provisions of the Codetermination Act. The Bundesverband der Deutschen Volksbanken und Raiffeisenbanken e.V. (Bundesverband der Deutschen Volksbanken und Raiffeisenbanken e.V.) has the right to send a member of its board of directors to the Supervisory Board.

2.

As a member of the Supervisory Board, only persons who at the time of their election may elect the 65. They have not yet completed their life year and are active in an institution or in the management of a shareholder. The term of office shall end prematurely with the end of the next Annual General Meeting, if a member of the Supervisory Board elected by the Annual General Meeting no longer fulfils the conditions set out in the first sentence.

3.

The term of office shall end at the end of the general meeting, which shall decide on the discharge for the fourth financial year after the start of the term of office. The financial year in which the term of office begins shall not be included. The re-election shall be statuthaft.

4.

At the same time as the members of the Supervisory Board of the shareholders are elected, members of the Supervisory Board can be elected as members of the Supervisory Board for early outgoing Supervisory Board members. For each member of the Supervisory Board, a particular assigned substitute member is elected for each member of the Supervisory Board. The members of the Supervisory Board will be members of the Supervisory Board if the respective Supervisory Board member, as their substitute member, is elected from the Supervisory Board before the end of their term of office. Her position as a substitute member lives up again when the Annual General Meeting makes a new election for a prematurely retired member of the Supervisory Board who is replaced by the substitute member. The term of office of the substitute member shall end at the latest with the expiry of the term of office of the member of the Supervisory Board for which the substitute member has been moved to the Supervisory Board. The election of substitute members for the members of the Supervisory Board of employees is governed by the Codetermination Act.

5.

The office as a substitute member shall expire at the latest with the expiry of the term of office of the member of the Supervisory Board who has fallen away.

6.

If the re-election of a previously retired member of the Supervisory Board is to result in the departure of a resettled substitute member from the Supervisory Board, the decision on the re-election of the simple majority shall be required.

7.

Each member of the Supervisory Board may lay down his office in compliance with a period of 2 months. The deposit must be made by means of a written declaration to the Management Board or the Chairman of the Supervisory Board. The right to lay office for important reasons shall remain unaffected.

8.

The members of the Supervisory Board elected by the Annual General Meeting may be dismissed by a general assembly decision to be taken by a simple majority.

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§ 10

1.

The Supervisory Board has to monitor the management of the company.

2.

The Supervisory Board also has the powers under the Co-Determination Act.

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§ 11

1.

Under the chairmanship of the oldest member of the Supervisory Board, the Supervisory Board elects the Supervisory Board in the 1. Meeting after his election for his term of office from his centre, a chairperson and one or two deputits.

2.

If the Chairman of the Supervisory Board or one of his deputised members fails during the term of office, the Supervisory Board shall immediately make a replacement for the remainder of the term of office of the Supervisory Board.

3.

Declarations of will of the Supervisory Board and of its committees shall be made on behalf of the Supervisory Board on the basis of its chairman.

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§ 12

1.

The Supervisory Board must be convened at least four times in the calendar year, it must be convened at least once in the calendar half-year.

2.

The meetings of the Supervisory Board shall be convened in writing by the Chairman of the Supervisory Board or on behalf of the Chairman by the Management Board with a deadline of at least ten days. In the calculation of the time limit, the date of dispatch of the invitation and the day of the meeting shall not be counted. In urgent cases, telegraphic, telephonic, telephoned or telephonic convocation shall be permitted with a period of at least three days.

3.

The items on the agenda shall be communicated with the convocation. At the same time as the convocation, the members of the Supervisory Board are to be sent all the documents necessary for proper preparation with a view to the forthcoming decisions of the Supervisory Board.

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§ 13

1.

Decisions of the Supervisory Board are usually taken at meetings. Outside of meetings, the chairman of the supervisory board may arrange written, telegraphic, telephonic, telephonic or telephonic decision-making if no member of the supervisory board is responsible for such proceedings within any of the following: Chairman shall be contrary to a reasonable period of time to be determined. Such decisions shall be made in writing by the Chairman and shall be forwarded to all Members. In the case of votes outside meetings, the provisions in paragraphs 2, 5 to 7 shall apply accordingly.

2.

The Supervisory Board shall be quorum if the members are duly invited under the last announced address and if at least half of the members from which he/she has to pass in total are personally or by written Vote to take part in the decision-making process. A Member shall also take part in the decision-making procedure if it is in the vote.

3.

If a agenda item has not been properly announced, it may only be decided if no member of the Supervisory Board is in conflict. Absent Supervisory Board members shall, in such a case, be given the opportunity to object within a reasonable period of decision-making to be determined by the Chairman, or to cast their votes in writing. The decision shall take effect only if the absent Supervisory Board members have not objected within the time limit.

4.

The meetings are chaired by the Chairman of the Supervisory Board. The chairman shall determine the order in which the items on the agenda are to be negotiated and the nature of the vote.

5.

Decisions of the Supervisory Board shall be taken with a simple majority of votes if the law or the statutes do not necessarily determine otherwise. This also applies to elections.

6.

If a vote is equal to a vote, the decision-making subject shall be discussed again at the request of at least two members of the Supervisory Board present. In the case of a new vote on the subject-matter of the decision pursuant to Section 29 (2) of the Codetermination Act, the Chairman of the Supervisory Board shall have a second vote in the case of repeated voting rights.

7.

The negotiations and decisions of the Supervisory Board shall be subject to the approval of the minutes to be signed by the Chairman, including in the case of votes outside the meetings.

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§ 14

The Supervisory Board has a point of order within the framework of the Act and the Articles of Association. Unofficial table of contents

§ 15

1.

The Supervisory Board may form committees from among its members, and may delegate tasks and powers to them in its rules of procedure or by special decision.

2.

The provisions of § 12 Nos. 2 and 3 and Articles 13 Nos. 1 to 5 and 7 as well as § 14 apply to Supervisory Board committees. If a vote in the Committee gives a vote, the chairman of the committee shall have two votes in the event of a new vote on the same subject-matter, if it also gives it a vote of votes.

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§ 16

The members of the Supervisory Board shall have the facts known to them in their duties as members of the Supervisory Board, the disclosure of which may affect the interests of the public limited liability company or of a company affiliated with it, Third parties to remain silent. This obligation shall also be made after the termination of its office. The obligation of confidentiality shall be subject, in particular, to the vote, the course of the debate, the opinions of the individual Supervisory Board members and other personal statements. Unofficial table of contents

§ 17

The approval of the Supervisory Board shall be subject to the law prescribed by law:

1.

The acquisition or abandonment of shareholdings in other companies exceeding an amount to be determined by the Supervisory Board; this does not apply to participations in the credit business without an entrepreneurial objective (e.g. Object societies),

2.

the conclusion of employment contracts with an annual salary exceeding a limit to be fixed by the Supervisory Board;

3.

the acquisition and disposal of land ownership, except in order to rescue claims;

4.

the establishment of regional central administrations or branches,

5.

the establishment of guidelines for the granting of pensions, including widows and orphans,

6.

other transactions mentioned in the business regulations for the Management Board and Supervisory Board.

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§ 18

The members of the Supervisory Board will receive a remuneration, which the Annual General Meeting will determine, as well as the replacement of all other outlays. Unofficial table of contents

§ 19

The Supervisory Board has the power to adopt amendments to the Articles of Association, which relate only to their version.

VI.
General Meeting

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§ 20

1.

The Annual General Meeting shall be held at the seat of the joint-stock company or on a site located in Germany and determined by the Supervisory Board.

2.

The Annual General Meeting shall be convened by the Management Board or in the cases prescribed by law by the Supervisory Board.

3.

The convocation must be made known at least one month before the day of the Annual General Meeting on the agenda; the date of the notice and the day of the Annual General Meeting shall not be included in the notice.

4.

The Annual General Meeting, which decides on the discharge of the Management Board and the Supervisory Board, the appropriation of profit and-where necessary-on the determination of the annual financial statements (Annual General Meeting), shall be held within the first six months of the Annual General Meeting. of each financial year.

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Section 21

1.

The shareholders may participate in or be represented at the Annual General Meeting, which are registered in the share register.

2.

The representation at the Annual General Meeting is only permitted by shareholders who are entitled to participate in the Annual General Meeting. If the shareholder is a legal person, the proxy for the representation of own and/or foreign shares may be made up of members of the board or an employee of the legal person.

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Section 22

1.

Each DM 5,000,-nominal amount of one share shall grant one vote.

2.

The right to vote shall begin with the full performance of the deposit.

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Section 23

1.

The Chairman of the Supervisory Board will be chaired by the Annual General Meeting. In the event of his or her prevention, he shall designate another member of the Supervisory Board who shall carry out this task. If the Chairman is prevented from attending, and if he has not appointed anyone to his representative, the oldest participant will open the Annual General Meeting and elect a head of the Assembly through the latter.

2.

The Chairman shall direct the hearing and determine the order in which the items on the agenda will be dealt with, and the nature and form of the vote.

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§ 24

1.

Decisions of the General Meeting shall be taken by a simple majority of the votes cast, unless a greater majority of votes is required in accordance with mandatory statutory provisions or this Statute. Abstention shall not be deemed to be a vote. In the event of a tie, an application shall be deemed rejected.

2.

Amendments shall be subject to a qualified majority of three-quarters of the capital represented by voting rights, unless otherwise specified in this Statute. In the case of capital increases, a qualified majority of 85% of the capital represented by voting rights is required. To the extent that the funding task is to be amended in accordance with Article 2 (1), a qualified majority of 90% of the capital represented by the voting rights shall be required.

3.

If a simple majority of votes is not achieved in an election in the first ballot, a shortlist shall be held among the persons to whom the two highest number of votes have been allocated. In the narrower choice, the highest number of votes will be decided.

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Section 25

The negotiations at the Annual General Meeting are to be assessed by a notarially recorded record. The minutes shall be signed by the notary and the chairman of the general meeting. Unofficial table of contents

Section 26

1.

In the first three months of the financial year, the Management Board shall draw up the annual accounts (balance sheet together with the profit and loss account and annex) and the management report for the past financial year, and shall submit it to the statutory auditor. The final examination is also carried out in accordance with the audit principles applicable to cooperatives (§ 53 of the Law on the Cooperatives of the Acquisition and Economic Cooperatives). Immediately after receipt of the audit report of the auditor, the Management Board shall submit the annual financial statements, the management report and the audit report of the auditor to the Supervisory Board with a proposal on the appropriation of the balance sheet profit.

2.

The Supervisory Board has to examine the annual accounts, the management report and the proposal for the appropriation of the balance sheet profit and to report on the outcome of its audit to the Annual General Meeting in writing. He shall forward his report to the Management Board within one month of the submission of the documents to the Board. If the Supervisory Board approves the annual financial statements after consideration, it is determined; if it does not approve it, the annual financial statements must be determined by the Annual General Meeting.

3.

The Management Board shall convene the Annual General Meeting immediately after receipt of the report of the Supervisory Board. The annual accounts, the annual report, the report of the Supervisory Board and the proposal of the Executive Board for the appropriation of the balance sheet profit must be interpreted by the convocation in the business premises of the Aktiengesellschaft for the purpose of the shareholders ' inspection.

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§ 27

1.

If the Management Board and the Supervisory Board determine the annual accounts, they may set amounts up to half of the net profit in other retained earnings; they are also authorized to make further amounts up to a quarter of the net profit in the year to discontinue other retained earnings, as long as the other retained earnings do not exceed half of the share capital or, if they do not exceed half of the share capital, after the adjustment.

2.

If the annual general meeting determines the annual accounts, a quarter of the net profit is to be adjusted to other profit reserves.

3.

In the calculation of the gem. Paragraph 1 or 2 in other parts of the net profit to be entered in other profit reserves shall be deducted in advance of allocations to the statutory reserve and loss-making assets.

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§ 28

1.

The Annual General Meeting decides on the appropriation of the balance sheet profit resulting from the determined annual financial statements.

2.

Young shares from capital increases can be provided with profit-use suits.

VII.
Advisory Councils

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§ 29

1.

The Board of Directors may appoint one or more advisory councils.

2.

To the extent that regional headquarters and branches are set up domestiy, advisory councils are formed for the respective regional business unit for advice and assistance. The members of the Advisory Board are elected by the respective region. More detailed rules are laid down in the Advisory Council.

3.

All members of the Executive Board of a regional head office are appointed by the Management Board in consultation with the respective Advisory Board.

VIII.
Fiscal year

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§ 30

The fiscal year is the calendar year.

IX.
Other business

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Section 31

The announcements of the joint stock company are made in the Federal Gazette.