Statutes of DSL Bank AG (appendix to the Act on the conversion of Deutsche Siedlungs-und Landesrentenbank into a joint-stock company)

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DSLBSa

Date of completion: 16.12.1999

Full quote:

" Articles of Association of DSL Bank AG (Annex to the Act on the conversion of the Deutsche Siedlungs-und Landesrentenbank into a joint-stock company) of 16 December 1999 (BGBl. I p. 2441, 2444) "

Footnote

(+ + + Text certificate: 23.12.1999 + + +)
(+ + + text of the law see DSLBUmwG + + +)

I.
General provisions

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§ 1 Company, seat and financial year

(1) The Company-hereinafter referred to as "Company"-leads the company DSL Bank Aktiengesellschaft. (2) The Company has its registered office in Bonn. (3) fiscal year shall be the calendar year. Unofficial table of contents

§ 2 Subject matter of the company

(1) The company is a credit institution within the meaning of the first sentence of section 1 (1) of the Law on credit accounts with the right to issue covered debt securities. The object of the company is the operation of banking transactions of all kinds as well as related activities. (2) The company is entitled to all other transactions and measures which appear appropriate to the subject matter of the To serve the company. It may also set up, acquire and participate in other companies, as well as conduct such undertakings or confine themselves to the management of participation. Unofficial table of contents

§ 3 Notices

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

II.
Share capital and shares

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§ 4 Amount and division of the share capital

(1) The share capital of the company is 113,750,000.00 Deutsche Mark. It is divided into 56,875,000 no-par value shares. The shares are based on the holder. (2) The right to a securitisation of the shares is excluded. (3) The company is entitled to issue share certificates. A certificate can be issued via several shares of a shareholder. The form of the share certificates and the profit share and renewal certificates is determined by the Management Board. The same shall apply to securities otherwise issued by the company.

III.
The Executive Board

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§ 5 Composition

(1) The Management Board shall consist of at least three members. The number of members of the Management Board is also determined by the Supervisory Board. (2) The Supervisory Board shall appoint a member of the Management Board to the Chairman of the Management Board. He may appoint one or more alternate members. (3) The Supervisory Board may appoint deputy members of the Management Board. Unofficial table of contents

§ 6 Representation of the Company

The company is legally represented by two board members or by a board member together with a procurist. Deputy Executive Board members represent the company to the outside as well as ordinary members of the Board of Management. Unofficial table of contents

§ 7 Management

(1) The Management Board shall conduct the Company's business in accordance with the laws, the Articles of Association and the Rules of Procedure of the Management Board. (2) The Management Board shall adopt its Rules of Procedure by a unanimous decision of all the members of the Board of Management, which shall give its consent of the Supervisory Board. Unofficial table of contents

§ 8 Transactions subject to consent

(1) The rules of procedure of the Supervisory Board shall determine which business shall only be carried out by the Management Board with the prior consent of the Supervisory Board. (2) The Supervisory Board may at any time make further transactions subject to its consent. It may revoke in advance the consent to a particular circle of transactions in general or in the event that the individual business meets certain conditions.

IV.
Supervisory Board

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§ 9 Composition, term of office, office of office

(1) The Supervisory Board consists of twenty members. Of these, ten members are elected by the employees in accordance with the provisions of the Codetermination Act, the other ten Supervisory Board members are elected by the Annual General Meeting. (2) The appointment of the Supervisory Board members shall take place for the period up to the Termination of the Annual General Meeting, which decides on the discharge of the Supervisory Board 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 Annual General Meeting may appoint a shorter term for the members of the shareholders in the election. The appointment of a successor to a member of the shareholders who has been retired before the end of his term of office shall, to the extent that the Annual General Meeting does not determine the term of office of the successor, shall be effected for the remainder of the term of office of the appointing person Member. (3) At the same time as the appointment of a member of the Supervisory Board, a substitute member can be appointed. The substitute member shall be a member of the Supervisory Board, if the respective Supervisory Board member is elected as the substitute member of the Supervisory Board, before the expiry of his term of office, without a successor being appointed. The office of a substitute member of the shareholders who has been resigned to the Supervisory Board shall expire as soon as a successor is appointed for the retired member of the Supervisory Board, at the latest with the expiry of the term of office of the retired Supervisory Board member. (4) The Members and the substitute members of the Supervisory Board may lay down their duties with due regard to a period of four weeks. The deposit must be made by means of a written declaration to the Chairman of the Supervisory Board or the Management Board. The possibility of taking office with immediate effect in the event of an important reason remains unaffected. (5) The members of the Supervisory Board elected by the Annual General Meeting may by a simple majority be able to The decision of the General Assembly is to be dismissed. Unofficial table of contents

§ 10 Chairman and Deputy

(1) The Supervisory Board shall elect a Chairperson and a Deputy from among its members. The election shall be made following the Annual General Meeting, in which the Supervisory Board members of the shareholders to be elected by the Annual General Meeting have been appointed, in a meeting which will take place without special convening. (2) or his deputy before the term of office expires, the Supervisory Board shall make a new election for the remainder of the term of office of the President. Unofficial table of contents

§ 11 Rules of Procedure

Within the scope of the mandatory statutory provisions and the provisions of this Statute, the Supervisory Board shall adopt its rules of procedure. Unofficial table of contents

§ 12 convening

(1) The Supervisory Board shall be convened once in the calendar quarter year, it must be convened once in the calendar half-year. (2) The meetings of the Supervisory Board shall be held by the Chairman or in the event of his prevention by his deputy, subject to compliance with a The deadline of two weeks is convened. 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 cases of urgency, the person to be employed may shorten the period of appeal and convene orally, by telephone, by telefax or by fax. (3) The place and time of the meeting, as well as the individual points of the meeting, shall be convened by the convocation. Indicate the agenda. Additions to the agenda must be notified before the deadline for appeal has expired. (4) The Chairman may cancel or relocate a meeting convened for important reasons. He is entitled to interrupt a commenced meeting in the short term. Subject to a deviating majority decision of the Supervisory Board, the Chairman shall decide on longer-term interruptions. Unofficial table of contents

Section 13 Decision-making

(1) Decisions of the Supervisory Board are generally taken at meetings. Outside of sittings, voting shall be admissible by means of written, telegraphic, telex or remotely copied votes where all the Members agree with the type of vote proposed by the Chairman, or participate in it. Such decisions shall be recorded by the Chairman in writing and shall be forwarded to all members. (2) The Supervisory Board shall have a quorum if at least half of the members from which it has to pass, in person, or through written vote (Section 108 (3) of the German Stock Corporation Act) participating in the decision-making process. A Member shall also participate in decision-making if it is abstain in the vote. (3) The Chairman shall determine the order in which the items on the agenda are to be negotiated and the nature and order of the items to be dealt with. Votes. Items on the agenda which have not been communicated in due time may be taken only if no Member is in conflict with the proceedings. In such a case, absent members shall be given the opportunity, within a reasonable time limit set by the chairman, to object to the decision-making or to cast their votes subsequently. The decision shall take effect only if no absent member has contradicted the decision within the period. (4) Decisions of the Supervisory Board require a majority of the votes cast, unless a different majority is required by law. If a vote results in a vote of votes, the matter shall be discussed again at the request of at least two members of the Supervisory Board present. In the event of a new vote on the same subject, the chairman shall have two votes, if it is also equal to the vote. The second vote may also be made in writing in accordance with paragraph 2. The Chairman of the Supervisory Board shall not exercise his right of second vote after consulting the committee responsible for the subject matter following the first vote. The re-vote shall not be carried out before the expiry of a period of two weeks. The deadline may be reduced by consensus. (5) The Chairman and-in the event of prevention of the Chairman-the Vice-Presidents are authorized, on behalf of the Supervisory Board, to carry out the decisions of the Supervisory Board and its committees (6) The negotiations and decisions of the Supervisory Board are to be prepared by the Chairman, including in the case of votes outside of the Supervisory Board. (7) The Chair may decide to take a decision on the matter On request by two members of the Supervisory Board for a maximum of four weeks on request by two members of the Supervisory Board, if the same number of members of the shareholders and the employees are not involved in the decision-making process , or else there is a significant reason for the postponement. The Chair shall not be authorized to postpone the meeting again. Unofficial table of contents

Section 14 Committees

(1) The Supervisory Board may form committees from among its members and determine their tasks and powers. To the extent permitted by law, decision-making powers may also be conferred on the committees. (2) A committee may elect a chairman from among its members if the supervisory board does not designate a chairman. In accordance with § § 12 (2) to (4) and 13 (with the exception of the right of second vote), the committees shall apply the rules in accordance with the procedure of the committees. Unofficial table of contents

Section 15 secrecy

Even after leaving office, the members of the Supervisory Board shall have confidential information and secrets of the Company, including operational and business secrets, which will be disclosed to them by their activities on the Supervisory Board, Keep silent. Unofficial table of contents

§ 16 Compensation

(1) The members of the Supervisory Board shall receive, in addition to the replacement of their outlays, a fixed annual remuneration, payable after the end of the financial year, the amount of which shall be determined by the General Meeting. The Chairman of the Supervisory Board is twice, a Vice-Chairman of one-and-a-half times this amount. Members of the Supervisory Board who have been a member of the Supervisory Board for only part of the financial year receive a lower remuneration in proportion to the time. (2) The company's revenue tax payable on remuneration and outlays will be paid by the Company. refunded.

V.
General Meeting

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§ 17 Place of convocation

(1) The Annual General Meeting shall be held at the company's registered office or in another city of the Federal Republic of Germany, the number of which exceeds 100,000. (2) The convocation must be convened at least one month before the last filing date (Section 18 (1)). 2) are made known in the Federal Gazette. The date of the contract notice and the last day of filing shall not be included. Unofficial table of contents

Section 18 Rights of participation and voting rights

(1) In order to participate in the Annual General Meeting and to exercise the right to vote at the Annual General Meeting, those shareholders who hold their shares at the company's office, at a German notary, at a securities collection bank or in the case of the shareholders ' meeting are entitled to participate in the Annual General Meeting -otherwise leave the office during the business hours and leave it there until the end of the Annual General Meeting. The deposit shall also be deemed to have been effected in the case of one of the notified bodies if shares are held at a credit institution with the consent of a deposit position for the same at a credit institution until the end of the annual general meeting. (2) The Deposit must be made no later than the seventh day before the meeting. If the last day of the deposit period falls on a Sunday, a Saturday or a general public holiday recognised at the place of deposit, the deposit shall be made no later than the previous working day. (3) In the case of deposit in the case of a German notary or in the case of a securities collection bank, the certificate to be issued shall be submitted to the company at the latest on the first working day, with the exception of Sunday evening, after the expiry of the deposit period. Unofficial table of contents

Section 19 Decision-making

(1) Each share shall be granted a vote at the Annual General Meeting. (2) The decisions shall be taken by a simple majority of the votes cast and, in so far as the law does not comply with the majority of the votes, in the event of non-binding legal provisions. requires a majority of the capital to be taken by a simple majority of the share capital represented in the decision-making process. Unofficial table of contents

Section 20 Presidency of the Annual General Meeting

(1) The Chairman of the Supervisory Board or a member of the Supervisory Board designated by him shall be chaired by the Chairman of the Annual General Meeting from the group of members elected by the shareholders. In the event that neither the Chairman of the Supervisory Board nor any member of the Supervisory Board appointed by him assumes the chair, the Chairman shall be opened by the member of the Supervisory Board, which is the oldest member of the Supervisory Board. (2) The Chairman shall head the trial. It shall determine the order in which the items on the agenda are to be negotiated and the nature and order of the votes.

VI.
Advisory Council

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Section 21 Establishment, composition, term of office

(1) An Advisory Board may be formed by decision of the Management Board. (2) The Advisory Board shall consist of not more than fifteen members, appointed and dismissed by decision of the Board of Management. The members of the Advisory Board elect a Chairperson for the duration of their membership of the Advisory Board. (3) The appointment as a member of the Advisory Board shall be made for three years each. Repeated appointments are possible. Unofficial table of contents

§ 22 Task, Voting Rights, Compensation

(1) The Advisory Board shall be responsible for advising the Board of Management. (2) Each member of the Advisory Board shall have one vote in the meetings of the Advisory Board. The Advisory Council shall take its decisions by a simple majority of its members. The Advisory Board shall meet at least twice a year for a meeting. (3) Each member of the Advisory Board shall receive a fixed annual remuneration for his/her work. In addition, the members of the Advisory Board will be reimbursed for the sales tax incurred in connection with the advisory activity and the cash outlays. (4) If a member of the Advisory Board is to issue a divorce in the course of a financial year, it shall receive the remuneration. (5) The remuneration shall be due one day after the Annual General Meeting for the financial year preceding each year.

VII.
Annual accounts and profit use

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§ 23 Annual Financial Statements and Annual General Meeting

(1) In the first three months of the financial year, the Management Board shall draw up the annual financial statements (balance sheet together with the profit and loss account and annex) and the management report for the past financial year. After the preparation, the annual financial statements, the management report and the proposal for the appropriation of the balance sheet profit are to be submitted immediately to the Supervisory Board for consideration. (2) The Supervisory Board has the annual financial statements, the management report and the proposal for examine the appropriation of the balance sheet profit and 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. The annual financial statements shall be determined without delay. (3) The Executive Board shall, upon receipt of the report of the Supervisory Board, convene the Annual General Meeting without delay, which shall take place within the first eight months of each financial year. . It decides on the discharge of the Executive Board and the Supervisory Board, on the election of the auditor and on the use of the balance sheet profit. Unofficial table of contents

§ 24 Profit Use

(1) The Board of Management and the Supervisory Board are authorized to discontinue amounts up to half of the net profit in other profit reserves when determining the annual financial statements. They shall also be authorized to adjust further amounts up to a quarter of the annual surplus in other retained earnings, as long as the other retained earnings do not exceed half of the share capital or, in so far as they have been (2) If the annual general meeting determines the annual financial statements, one quarter of the annual surplus shall be adjusted to other retained earnings. (3) In the case of the calculation of the annual accounts referred to in paragraph 1 or 2, the In other profit reserves the part of the net surplus to be entered in other profit reserves is a pre- To deduct allocations to statutory reserves and loss proposals.
The balance sheet profit shall be distributed to the shareholders, unless the Annual General Meeting decides otherwise. Unofficial table of contents

§ 25 Federal Court of Auditors

The Federal Court of Auditors has the powers under Section 54 of the Basic Budget Law.