Statute Dg Bank Ag

Original Language Title: Satzung DG BANK AG

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Articles of Association DG BANK AG

Non-official table of contents

DGBankSa

Date of issue: 13.08.1998

Full quote:

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

Footnote

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

I.
General provisions

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§ 1

1.
The company is :DG BANKDeutsche Genossenschaftsbank Aktiengesellschaft
2.
The public limited 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 to guarantee the self-employed and self-responsible cooperative credit institutions the required presence in addition to a market-demanded service offer.
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§ 2

1.
Aktiengesellschaft serves as the Central Credit Institute 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 level and the public limited company are not permitted.
2.
The public limited liability company operates the customary bank Transactions of all kinds and complementary transactions, including the acquisition of holdings. It can also indirectly realize its subject matter.
3.
As a central credit institution, the Aktiengesellschaft operates the liquidity compensation in accordance with Art. 4 (7) lit. The EC's major credit directive (Council Directive 92 /121/EEC of 21 December 1991) 4.
4.
December 1992 on the supervision and control of large expound credit institutions) for the affiliated primary cooperatives and the cooperative central banks.
4.
In exceptional cases, the public limited company may apply the principle of lending for the purpose of promoting the cooperative and cooperative housing industry bankrupt principles. 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, Grant the public limited company rights to the property and include asset owners in a silent partner. The approval of the Annual 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 denomination denominated in the nominal amount of 5,000,-DM.
2.
The Board of Directors is the main assembly decision of the 2. December 1997, the basic capital is authorized up to 31 December 1997. 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 of the registered shares the prior consent of the general meeting requires a majority of three quarters of the capital represented by voting rights.
2.
The The right to individual securitization of the shares is excluded.
3.
The form of share certificates, intermediate notes as well as profit share and renewal certificates sets the Board of directors. The same shall apply to any other securities issued by the Company.
4.
The shares in the share book are for the public limited company in respect of the exercise of the Rights from the registered shares and the address of the shareholders only authoritative.

III.
organs of the public limited liability company

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§ 5

The members of the corporation are:
a)
The Executive Board,
b)
the Supervisory Board,
c)
the Annual General Meeting.

IV.
The Executive Board

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§ 6

1.
the The Board of Directors consists of at least three members. The number of members of the Management Board is determined by the Supervisory Board.
2.
Order and dismise of the Management Board members are made by the Supervisory Board in accordance with the legal provisions of the Supervisory Board. Provisions as well as 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 Management Board; it may appoint one or more alternate members. He can order deputy board members.
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§ 7

1.
The Company is joined by two board members or by a board member together with
2.
The Prokurists are appointed by the Board of Directors.
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§ 8

1.
the 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 be approved by the Board of Directors with the consent Supervisory Board of the Supervisory Board.

V.
Supervisory Board

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§ 9

1.
The Supervisory Board is made up 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 Co-Determination 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.
From the As a member of the Supervisory Board, the Annual General Meeting can only be elected to persons who at the time of their election 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 General Meeting no longer fulfils the conditions set out in sentence 1.
3.
The term of office ends with the end of the Annual General Meeting, which decides 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 is permitted.
4.
At the same time as the election of Supervisory Board members of the shareholders, the Supervisory Board members of the Supervisory Board of the Supervisory Board of the Supervisory Board of the Supervisory Board of the Shareholders are elected as replacement members. For each member of the Supervisory Board, a particular assigned substitute member is elected. 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 the employees is governed by the Codetermination Act.
5.
The office as a substitute member listens. no later than expiry of the term of office of the member of the Supervisory Board who has fallen away.
6.
Should the new election for a previously retired member of the Supervisory Board be The decision to reelect a simple majority shall be required.
7.
Each member of the Supervisory Board shall be required to withdraw a replacement member from the Supervisory Board. may lay down his office in accordance 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 replaced by one with a simple Majority of the General Assembly decision to be convened.
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§ 10

1.
The Supervisory Board has the management to monitor.
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 supervisory board member, the Supervisory Board elects in the 1. After his election for his term of office, he/she shall appoint one chairman and one or two alternates for his term of office.
2.
one of his deputits during the term of office, the Supervisory Board shall immediately make a replacement for the remainder of the term of office.
3.
The Supervisory Board's and its committees ' declarations of intent are to be submitted on behalf of the Supervisory Board from its chairperson.
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§ 12

1.
the 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 held by the Supervisory Board. Chairman of the Supervisory Board or on behalf of the Chairman by the Management Board in writing 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, a telegraphic, telephonic, telephonic or telephone call with a deadline of at least three days shall be allowed.
3.
With the The items on the agenda shall be notified of the convening. At the same time as the convocation, the members of the Supervisory Board are to be sent all the documents required for proper preparation with a view to the upcoming 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 Chairperson of the Supervisory Board may arrange written, telegraphic, telephonic, telephonic or telephone decision-making, if no member of the Supervisory Board has been appointed by the Chairman of the Supervisory Board within one of the chairpersons of the Supervisory Board. shall be contrary to a reasonable period to be determined. Such decisions shall be made in writing by the Chairman and shall be forwarded to all Members. For votes outside of sessions, the provisions in paragraphs 2, 5 to 7 shall apply accordingly.
2.
The Supervisory Board shall be quorum if the members of the Supervisory Board are under the the most recently announced address is duly invited, and at least half of the members from which he or she has to pass is participating in the decision-making process in person or by means of a written vote. A member will also participate in the decision-making process if it is in the vote.
3.
If a agenda item is not properly announced , may only be decided upon 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 period.
4.
The meetings shall be held by the Chairman of the Supervisory Board. Supervisory board. The Chairman shall determine the order in which the items on the agenda are negotiated and the type of vote.
5.
Decisions of the Supervisory Board shall be determined by: simple majority of votes, insofar as the law or the statutes do not necessarily determine otherwise. This also applies to elections.
6.
There is a vote equal to the vote, so at the request of at least two members of the Supervisory Board who are present To reconsider the subject matter of the decision. 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.
About the negotiations and decisions of the Supervisory Board are to be prepared by the Chairman-even in the case of votes outside of the meetings-to be signed
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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 can form committees from among its members and delegate tasks and powers to them in its Rules of Procedure or by special decision.
2.
For Supervisory Board committees, the provisions of § 12 No. 2 and 3 and § 13 No. 1 to 5 and 7 as well as § 14 apply analogously. If a vote in the Committee gives a vote, the chairman of the committee shall have two votes on the same subject-matter if it also gives a vote of votes.
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§ 16

The members of the Supervisory Board have the facts known to them as members of the Supervisory Board, the disclosure of which is the The interests of the public limited liability company or of a company associated with it may adversely affect 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 members of the Supervisory Board, and other personal statements. Non-official table of contents

§ 17

The approval of the Supervisory Board requires the approval of the Supervisory Board except in the cases prescribed by law:
1.
The acquisition or abandonment of shareholdings in other companies, one of which is the Supervisory Board ; this does not apply to participations in the credit business without an entrepreneurial objective (e.g. object companies),
2.
Termination 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, unless to save claims,
4.
the establishment of regional central administrations or branches,
5.
the establishment of guidelines for the granting of retirement pensions, including widows and orphans,
6.
other stores named in the Executive Board and Supervisory Board business orders.
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§ 18

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

§ 19

The Supervisory Board has the power to decide on amendments to the Articles of Association, which relate only to their version. name="BJNR211400998BJNG000600311 " />

VI.
Annual General Meeting

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§ 20

1.
The Annual General Meeting is located at the headquarters of the stock corporation or in a company located in Germany, from the
the
General Meeting is
by the Board of Directors or in the cases prescribed by law by the Supervisory Board.
3.
The convening must be made known at least one month before the day of the Annual General Meeting on the agenda; the date of the meeting shall be the date of the meeting. Notice and the day of the Annual General Meeting not to be counted.
4.
The Annual General Meeting, which is about the discharge of the Executive Board and the Supervisory Board, the profit-use and-where necessary-decides on the conclusion of the annual financial statements (Annual General Meeting), shall be held within the first six months of each financial year.
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§ 21

1.
The Annual General Meeting may allow the shareholders to participate or to be represented, who are registered in the share register.
2.
The representation at the Annual General Meeting is only permitted by shareholders who are themselves 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 on board members or an employee of the legal entity.
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§ 22

1.
DM 5.000,-nominal amount of one share give a vote.
2.
The right to vote begins with the full performance of the deposit.
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§ 23

1.
The Chairman of the Supervisory Board is 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 he has not appointed his representative, the oldest participant will open the Annual General Meeting and elect a Head of the Assembly.
2.
The chairman directs the negotiation and determines the order in which the items of the agenda are completed, as well as the type and shape of the vote.
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§ 24

1.
Decisions of the Annual General Meeting will be taken by a simple majority of the votes cast, unless a larger one is required in accordance with mandatory statutory provisions or this Statute. the majority of votes is required. Abstention shall not be deemed to be a vote. In the event of a tie, an application shall be deemed rejected.
2.
Amendments to the statutes shall be subject to a qualified majority of three, unless otherwise specified in this Statute. Fourths of the capital represented by voting rights. 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 voting rights is required.
3.
in the case of an election in the first ballot, a simple majority of votes shall not be reached, a shortfall shall be made among the persons to whom the two highest number of votes have been allocated. In the case of the narrower choice, the highest number of votes will be decided.
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§ 25

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

§ 26

1.
In the first 3 months of the financial year, the Management Board has the annual accounts for the past financial year (balance sheet and profit and loss account as well as appendix) and the To draw up a report and to submit it to the 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 have 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 financial statements, the management report and the proposal for the appropriation of the balance sheet profit and the results of its financial statements. Report 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.
Immediately after receipt of the report of the Supervisory Board, the Management Board has convened the Annual General Meeting. 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 are from the convocation to the company's business premises for the purpose of the shareholders ' view.
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§ 27

1.
The Board of Management and the Supervisory Board determine the annual accounts, so they can set amounts up to half of the net profit in other profit reserves; they are beyond that Authorizes additional amounts up to a quarter of the annual surplus to other retained earnings, as long as the other retained earnings do not exceed half of the share capital or, in so far as they do not exceed half of the share capital,
2.
If the annual general meeting determines the annual accounts, one quarter of the net profit is in other profit reserves.
3.
In the calculation of the gem. Point 1 or 2 in other profit reserves to be included in the annual surplus are to be deducted from the statutory reserve and loss proposals.
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§ 28

1.
The 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 used with Profit usage is provided.

VII.
Advisory Councils

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§ 29

1.
The Board of Directors may have one or more advisory councils. Order.
2.
As far as regional headquarters and branches are established domestiy, for the respective regional business area for consultation and support for advisory councils. The members of the Advisory Board are elected by the respective region. Details of the Advisory Board are regulated.
3.
The appointment of all Executive Board members of a regional head office by the Executive Board shall be carried out in consultation with the respective members of the Executive Board. Advisory.

VIII.
fiscal year

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§ 30

The Fiscal year is the calendar year.

IX.
Other

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§ 31

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