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Statute of DSL Bank AG (annex to the Act on the conversion of the German settlement and State pension Bank into a joint-stock company) DSLBSa Ausfertigung date: 16.12.1999 full quotation: "Statute of DSL Bank AG (annex to the Act on the conversion of the German settlement and State pension Bank into a joint-stock company) of 16 December 1999 (BGBl. I S. 2441, 2444)" footnote (+++ text detection from: 23.12.1999 +++) (+++ see text of Act DSLBUmwG +++) I. General provisions § 1 company , Seat and fiscal year (1) the Corporation - "Company" hereinafter - leads the company DSL Bank Aktiengesellschaft.
(2) the company has its headquarters in Bonn.
(3) fiscal year is the calendar year.
§ 2 object of the company (1) is the company a credit institution within the meaning of § 1 para 1 sentence 1 of the law on banking with the right to issue of covered bonds. The object of the company is the operation of banking transactions of all kinds, as well as in related activities.
(2) the company is entitled to all other transactions and measures deemed appropriate to serve the object of the company. She may establish other companies, purchase and participate in them as well as such companies derive or restricted to the management of the participation.
§ 3 notices of the company shall be notices in the Federal Gazette.
II. share capital and shares section 4 amount and Division of the share capital (1) the share capital of the company amounts to 113.750.000,00 German mark. It is divided into 56.875.000 no-par value shares. The shares are bearer.
(2) the entitlement to securitisation of shares is excluded.
(3) the company is entitled to issue share certificates. A certificate can be issued for several shares of a shareholder. The Board of Directors determines the form of the share certificates and of the dividend and renewal coupons. The same applies to securities issued by the company otherwise.
III. the Managing Board § 5 composition (1) the Board consists of at least three members. The Supervisory Board also determines the number of Board members.
(2) the Supervisory Board appoints a member of the Executive Board to the Chairman of the Board of Directors. He may appoint one or more Deputy.
(3) the Supervisory Board may appoint deputy members of the Board of management.
Representation of the company which is society by two Management Board members or by one Management Board Member together with a Prokurist legally represented § 6. Deputy members of the Board represent the company externally as ordinary Board members.
§ 7 Executive Board (1) the Board of Directors leads the business of the company in accordance with the laws, the statutes and the rules of procedure of the Executive Board.
(2) the Board is by unanimous decision of all members of the Executive Board rules of procedure, which require the consent of the Supervisory Board.
§ 8 shops (1) in the rules of procedure of the Supervisory Board is requiring consent, which stores the Board only with the prior consent of the Supervisory Board may make.
(2) the Supervisory Board can do depends on by his consent at any time more business. He can grant revocable the consent to a certain circle of transactions generally or in the event that the individual business meets certain conditions, in advance.
IV. Article 9 Supervisory Board composition, term of Office, resignation (1) the Supervisory Board consists of twenty members. Of ten members are elected by the employees in accordance with the German co-determination Act, the remaining ten Supervisory Board members by the general meeting.
(2) the appointment of supervisory board members is done for the time until the end of the meeting, which decides on the discharge of the Supervisory Board for the fourth financial year after the start of the term. The fiscal year in which the term begins, is not included. The annual general meeting can determine a shorter term of Office for the members of the shareholders in the election. The appointment of a successor to departing before the end of his term, a member of the shareholders takes place, unless the general meeting otherwise determines the term of Office of his successor for the remainder of the term of Office of the resigning Member.
(3) at the same time a substitute member may be ordered with the order of a supervisory board member. The alternate member is member of the Supervisory Board, if it is selected the respective supervisory board as its substitute member, retires before the end of his term without a successor is appointed. The duties of a replacement member advanced to the Supervisory Board to the shareholders is void as soon as a successor to the outgoing Supervisory Board is ordered, at the latest upon expiry of the term of Office of the resigning supervisory board member.
(4) the members and the substitute members of the Supervisory Board may resign in compliance with a notice period of four weeks at a time. The resignation must be by written notice to the Chairman of the Supervisory Board or the Management Board. The possibility of the resignation with immediate effect if there is an important reason remains unaffected.
(5) the Supervisory Board members elected by the annual general meeting can be dismissed by a decision of the general meeting by a simple majority to.
§ 10 of Chairman and of the Supervisory Board shall elect a Chairman and a Deputy Deputy (1) from among its members. The election is carried out following the annual general meeting of the members to be elected by the annual general meeting of the shareholders have been ordered in a meeting without special notice.
(2) the Chairman or his Deputy before the expiry of the term resigns from his Office, the Supervisory Board has to carry out a new election for the remaining term of Office.
Article 11 rules of procedure in the framework of mandatory statutory provisions and the provisions of these articles of Association, the Supervisory Board has is its rules of procedure.
Article 12 convening (1) the Supervisory Board is supposed to once in the calendar quarter, he must be convened once in the calendar half-year.
(2) the meetings of the Supervisory Board shall be convened by the Chairman or in the event of his absence by his Deputy in compliance with a notice period of two weeks. In the calculation of the period of the date of dispatch of the invitation and the day of the meeting are not included. In urgent cases the draftees can shorten the notice period and convene orally, by telephone, telex, telegram or facsimile.
(3) with the convening, location and time of the session and the individual points of the agenda shall be indicated. Additions to the agenda must be communicated before the expiry of the notice period.
(4) the Chairman can move and pick up a convened session for an important reason. He is entitled to interrupt a started session in the short term. The Chairman subject to a different majority decision of the Supervisory Board decides on long-term interruptions.
§ 13 decisions (1) decisions of the Supervisory Board are taken usually in meetings. Outside of meetings, resolutions by written, telegraphic, telex or remote copy voting are allowed if all members with the method of voting proposed by the Chairman agree or participate in her. Such resolutions are recorded in writing by the Chairperson and sent to all members.
(2) the Supervisory Board is quorate if he total at least half of the members, which has to exist, in person or by written vote (§ 108 para 3 of the Stock Corporation Act) takes part in the decision-making process. A member also participates in the decision-making process, if it contains in the vote.
(3) the Chairman shall designate the order in which the items on the agenda are negotiated, as well as the nature and the order of voting. Items of the agenda, which are communicated in a timely manner, only decision can be taken, if no member objects to the procedure. Is reasonable opportunity to give period, contradicting the decision or subsequently to cast their vote in this case within one of the presiding certain absent members. The decision will take effect only if no absent member has objected to the deadline.
(4) resolutions of the Supervisory Board require a majority of the votes cast, unless a different majority is not legally mandatory. A vote results in a tie, the subject of the decision is once again to advise at the request of at least two present members of the Supervisory Board. In a further vote on the same subject the Chairman has, if she also results in a tie, two voices. The second voice can be delivered in writing in accordance with paragraph 2. The Chairman of the Board exerts his second vote only after a consultation carried out in following the first vote by the Committee competent for the matter. Another vote is not performed before expiry of a period of two weeks. The period can be shortened by mutual agreement.
(5) the Chairman and - in absence of Chairman - the deputies are authorized to submit the required declarations of intent on behalf of the Supervisory Board for the implementation of the resolutions of the Supervisory Board and its committees, as well as to receive declarations of the Supervisory Board.
(6) on the negotiations and resolutions of the Supervisory Board transcripts to customize that are outside to sign by the Chairman - in votes - sessions.
(7) the Chairman may adjourn the decision-making on individual or all items on the agenda at the request of two members of the Supervisory Board to no more than four weeks, if not the same number of members of the shareholders and the employees would take part in the decision-making or otherwise a significant reason for the postponement. The President is not entitled to a further postponement.
§ 14 committees (1) which supervisory board can form committees from among its members and define their duties and powers. Fullest extent permitted by law, also powers the committees can be transferred.
(2) a Committee can select a Chairman from among its members, if not the Supervisory Board determines a Chairman. The regulations apply to the proceedings of committees in the § 12 para 2-4 and 13 - with the exception of the second voting rights - accordingly.
Article 15 confidentiality the members of the Supervisory Board have - even after leaving office--confidential information and secrets of the company, namely operating and business secrets which become known to them through their activities on the Supervisory Board, to maintain strict confidentiality.
The members of the Supervisory Board receive compensation (1) § 16 next to spare of their expenses a fixed, payable at the end of the fiscal year annual remuneration, the amount of which shall determine the annual general meeting. The Chairman of the Supervisory Board receives double, and a Vice-Chairman of the she'il make.5 past that amount. Persons who have heard only during part of the year the Supervisory Board members receive compensation reduced in the ratio of the time.
(2) the turnover tax on the remuneration and expenses to be paid will be refunded by the company.
V. annual general meeting § 17 place of convening (1) which is meeting at the registered office of the company or in another city of the Federal Republic of Germany instead, whose population exceeds 100,000.
(2) the notice must be made known before the last filing day (§ 18 para 2) in the Federal Gazette at least one month. While the date of publication and the last day of the deposit are not included.
§ May 18 right of participation and voting rights (1) to participate in the annual general meeting and to exercise their voting rights at the general meeting shareholders, who deposit their shares with the company Fund, a German notary, a securities depository or the entities referred to in the draft during business hours and leave until the end of the annual general meeting there. The deposit also applies than when one of the notified bodies, when shares with the consent of a depositary for this are held with a credit institution until the end of the annual general meeting in the stake.
(2) the deposit must be made not later than on the seventh day prior to the meeting. The last day of the deposit period on a Sunday, a Saturday or general holiday officially recognized at the annual, so the deposit no later than on the previous working day must be made.
(3) in the case of depositing a German notary or a securities depository, the about-to-be-issued certificate is to be submitted after the expiry of the deposit period the company at the latest on the first working day - except the Saturday.
Article 19 (1) voting each share grants at the general meeting a voice.
(2) decisions are, taken as far as non-compulsory legal regulations hinder, by a simple majority of the votes cast and, as far as the law except the majority of votes requires a majority of the capital, with a simple majority of the share capital represented at the vote.
Article 20 Chair at the general meeting (1) at the annual general meeting chaired the Chairman of the Supervisory Council or an another Member of the Board given by him from among the members elected by the shareholders. In the case that the Chairman of the Supervisory Board, nor given by him, a member of the Supervisory Board assumes the Presidency, the Chairman is elected by the general meeting is opened by the oldest years, participating Member of the Board.
(2) the Chairman heads the negotiations. He determines the order in which the items on the agenda are negotiated, as well as the type and order of voting.
VI. Advisory Board article 21 composition, term (1) decision of the Executive Board can be formed an Advisory Board.
(2) the Advisory Board consists of not more than fifteen members who are appointed and dismissed by a decision of the Board. The members of the Advisory Board select a Chairman to the Advisory Board for the duration of his membership.
(3) the appointment of a member of the Advisory Board is made for a period of three years. Repeated appointments are possible.
Section 22 voting, remuneration (1) task of the Advisory Board is the advice of the Board.
(2) each Member of the Advisory Board has one vote in the meetings of the Advisory Board. The Advisory Board shall act by a simple majority of its members. The Advisory Council meets at least twice a year to a session.
(3) each Member of the Advisory Board receive a fixed annual remuneration for his work. Continue to the sales tax in connection with the activities of the Advisory Board and the applicable expenses will be reimbursed to members of the Advisory Board.
(4) a member of the Advisory Board in the course of a financial year is eliminated, so it shall receive the remuneration pro rata temporis granted.
(5) the compensation is due a day after the AGM for the each preceding year.
VII. financial statements and profit appropriation article 23 annual financial statements and annual general meeting (1) the Management Board has to prepare the annual financial statements (balance sheet and profit and loss account and annex) and the management report in the first three months of the year for the past financial year. After installation, the annual financial statements, the management report and the proposal for the appropriation of retained earnings are immediately present the Supervisory Board for its review.
(2) the Supervisory Board is to examine the annual accounts, the management report and the proposal for the appropriation of profits and to report on the outcome of his examination in writing to the general meeting. He has his report within one month after the templates are left to him to submit to the Executive Board. The Supervisory Board approved the annual accounts, after examination it is established; He does not approve him must be determined by the annual general meeting the annual financial statements. The annual financial statements is to establish without delay.
(3) the Board shall upon receipt of the report of the Supervisory Board immediately to convene the annual general meeting, to take place having within the first eight months of each financial year. She decides on the discharge of the Management Board and the Supervisory Board, the election of an auditor and the appropriation of retained earnings.
§ 24 appropriation (1) Board of Directors and the Supervisory Board are empowered to adjust amounts in the financial statements up to half of the profit for the year to other revenue reserves. They are moreover, empowered to set additional amounts up to one quarter of the profit for the year to other revenue reserves, as long as the other revenue reserves do not exceed half of the share capital or to the extent that they would not exceed the half of the share capital according to the setting.
(2) the general meeting determines the annual accounts, one quarter of the profit for the year to other revenue reserves is set.
(3) in the calculation of the part of the profit for the year to be retained earnings in accordance with paragraph 1 or 2 other assignments advance shall be deducted to legal reserves and losses.
The profit is distributed to the shareholders, unless the General Meeting decides not another use.
§ 25 Federal the General Accounting Office have the powers under section 54 of the budget principle Act.
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