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)

Original Language Title: Satzung der DSL Bank AG (Anhang des Gesetzes über die Umwandlung der Deutschen Siedlungs- und Landesrentenbank in eine Aktiengesellschaft)

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Statutes of DSL Bank AG (appendix to the law on the conversion of the German settlement and Landesrentenbank into a joint-stock company)

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DSLBSa

Date of expend: 16.12.1999

Full quote:

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

footnote

(+ + + text proof: 23.12.1999 + + +)
(+ + + text of the law see DSLBUmwG + + +)

I.
General Provisions

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§ 1 Company, registered office and financial year

(1) The Company-hereinafter referred to as" Company "-leads the company DSL Bank Aktiengesellschaft.(2) The company is based in Bonn.(3) fiscal year shall be the calendar year. Non-official table of contents

§ 2 Object of the Company

(1) The Company is a credit institution within the meaning of Section 1 (1) sentence 1 of the Act on the credit system with the right to issue covered debt securities. The object of the company is the operation of banking transactions of all kinds and related activities.(2) The Company shall be entitled to all other transactions and measures which appear appropriate to serve the object of 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. Non-official table of contents

§ 3 Notices

The notices of the company are published in the Federal Gazette. name="BJNR244400999BJNG000200310 " />

II.
Basic Capital and Shares

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§ 4 Amount and division of the Capital stock

(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 denominated in 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 applies to any other securities issued by the Company.

III.
The Board of Directors

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§ 5 Composition

(1) The Board of Directors is composed of at least three members. The number of Management Board members 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 alternates.(3) The Supervisory Board may appoint deputy members of the Management Board. Non-official table of contents

§ 6 representation of the company

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

§ 7 Management Board

(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 Executive Board.(2) The Management Board shall adopt a Rules of Procedure, which shall require the approval of the Supervisory Board, by a unanimous decision of all Management Board members. Non-official table of contents

§ 8 Business transactions subject to consent

(1) The rules of procedure of the Supervisory Board determine which business of the Supervisory Board Member of the Board of Management may only perform with the prior approval of the Supervisory Board.(2) The Supervisory Board may, at any time, make further transactions subject to its consent. It may revoke prior 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 set up

(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 devote the term of office of the successor, shall be effected for the remainder of the term of office of the retired 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 Supervisory Board member who has been retired.(4) The members of the Supervisory Board and the substitute members of the Supervisory Board may lay down their duties in accordance with 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 be dismissed by a General Assembly decision to be taken by a simple majority. Non-official table of contents

§ 10 Chairman and deputy

(1) The Supervisory Board elects a Chairman and a Chairman from among its members. Deputy. The election shall be made after 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 be held without special convening.(2) If the Chairman or his deputy leaves his office before the end of the term of office, the Supervisory Board shall make a new election for the remainder of the term of office of the President of the Supervisory Board. Non-official table of contents

§ 11 Rules of Procedure

Within the framework of the mandatory statutory provisions and the provisions of this Statute, the Supervisory Board its rules of procedure. Non-official table of contents

§ 12 Convocation

(1) The Supervisory Board shall be convened once in the calendar quarter, and must be convened once in the calendar half-year. .(2) The meetings of the Supervisory Board shall be convened by the Chairperson or, in the event of his prevention, by his deputy, subject to a period of two weeks. 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 in question may shorten the period of appeal and convene verbal, telephone, telefax, telefax or telefax.(3) The convening shall indicate the place and time of the meeting, as well as the individual items on the agenda. Additions to the agenda must be notified before the expiry of the time limit for the period of appeal.(4) The Chairman may cancel or relocate a convened meeting for good reason. 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. Non-official table of contents

§ 13 decision-making

(1) Supervisory Board decisions 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 as a whole participate personally or by written vote (Section 108 (3) of the German Stock Corporation Act) in the decision-making process. A Member shall also participate in the decision-making procedure 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 votes. Items on the agenda which have not been communicated in due time may be subject to a decision only if no Member is in conflict with the procedure. 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 or to subsequently cast their votes. The decision shall take effect only if no absent member has objected within the time limit.(4) Decisions of the Supervisory Board shall 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 matter after the first vote has been taken. The re-vote shall not be carried out before the expiry of a period of two weeks. The time limit may be reduced by mutual agreement.(5) The chairman and, in the event of prevention of the chairman, the deputy are authorized, on behalf of the supervisory board, to make the declarations of intent required for the implementation of the decisions of the Supervisory Board and its committees, and To receive statements for the Supervisory Board.(6) The negotiations and decisions of the Supervisory Board shall be subject to the following minutes, which shall be signed by the Chairman, including in the case of votes outside of the meetings.(7) The Chairman may postpone decision-making on individual or all items on the agenda at the request of two members of the Supervisory Board for a maximum of four weeks if the same number of members are not involved in the decision-making process. Members of the shareholders and of the employees would participate or otherwise have a significant reason to postpone the postponement. The Chair shall not be authorized to postpone the meeting again. Non-official table of contents

§ 14 committees

(1) The Supervisory Board can set up 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. Non-official table of contents

§ 15 secrecy duty

The members of the Supervisory Board have confidential information, even after leaving the office. Information and secrets of the company, including business and commercial secrets, which are known to them by their activities on the Supervisory Board, to keep silent. Non-official table of contents

§ 16 Remuneration

(1) The members of the Supervisory Board receive, in addition to the replacement of their expenses, a fixed one after the expiry of the Annual remuneration payable annually, the amount of which shall be determined by the Annual 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 only been members of the Supervisory Board during part of the financial year will receive a lower remuneration in proportion to the time.(2) The amount of VAT payable on the remuneration and deposits shall be reimbursed by the Company.

V.
Annual General Meeting

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§ 17 Place of convocation

(1) The Annual General Meeting will be held at the company's headquarters or in another city of the Federal Republic of Germany, whose Number of inhabitants exceeds 100,000.(2) The convocation must be made known in the Federal Gazette at least one month before the last filing date (Section 18 (2)). The date of the contract notice and the last day of filing shall not be included. Non-official table of contents

§ 18 Participation rights and voting rights

(1) To participate in the Annual General Meeting and to exercise the voting rights in the The Annual General Meeting shall be entitled to the shareholders who hold their shares at the company's office, at a German notary, at a securities collection bank or at the offices otherwise designated in the convocation 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 point for them until the end of the general meeting in the blocking depot.(2) The deposit shall 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 public holiday which is officially recognised at the place of deposit, the deposit shall be deposited no later than the previous working day.(3) In the case of a deposit with a German notary or with a securities collection bank, the certificate to be issued shall be issued at the latest on the first working day, with the exception of Sunday evening after the expiry of the deposit period in the company . Non-official table of contents

§ 19 decision-making

(1) Each piece share grants a vote at the Annual General Meeting.(2) Decisions shall be taken by a simple majority of the votes cast and, where the law does not require a majority of votes, by a simple majority of the votes cast, in so far as the law does not require a majority of the votes cast. of the basic capital represented in the decision-making process. Non-official table of contents

§ 20 Presidency of the Annual General Meeting

(1) The Chairman of the Supervisory Board shall be chaired by the General Meeting of the General Meeting or another member of the Supervisory Board designated by him in the circle of the 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. General Meeting elected.(2) The Chairman shall direct the trial. It determines the order in which the items on the agenda are negotiated and the type and order of votes.

VI.
Advisory Council

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§ 21 establishment, composition, term of office

(1) An advisory board can be formed on the decision of the executive board.(2) The Advisory Board shall consist of no more than fifteen members, appointed and dismissed by decision of the Board of Management. The members of the Advisory Board shall elect a Chairman for the duration of his 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's task is to advise 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 Council 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 shall be reimbursed for the turnover tax incurred in connection with the advisory activity and the cash outlays.(4) If a member of the Advisory Board departs during the course of a financial year, the remuneration shall be granted in a pro rata manner.(5) The remuneration shall be due one day after the Annual General Meeting for the previous financial year.

VII.
Annual financial statements and profit usage

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§ 23 Annual Financial Statements and Annual General Meeting

(1) The Management Board has held its office in the first three months of the financial year for the past financial year, draw up the annual financial statements (balance sheet plus profit and loss account and annex) and the management report. After the preparation, the annual financial statements, the management report and the proposal for the appropriation of the balance sheet profit shall be submitted immediately to the Supervisory Board for consideration.(2) The Supervisory Board shall examine the annual financial statements, the management report and the proposal for the appropriation of the balance sheet profit and shall report to the Annual General Meeting in writing on the outcome of its audit. 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 accounts shall be established without delay.(3) The Management Board shall, after 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. Non-official table of contents

§ 24 profit usage

(1) The Management Board and the Supervisory Board are authorized to determine the annual financial statements to set up to half of the net profit in other profit reserves. They are also authorized to discontinue any 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 are Adjustment would not exceed half of the share capital.(2) If the annual general meeting establishes the annual accounts, a quarter of the annual surplus shall be adjusted to other profit reserves.(3) In the case of the calculation of the part of the annual surplus to be entered in other profit reserves in accordance with the provisions of paragraph 1 or 2, there shall be a preliminary deduction of allocations to statutory reserves and lost income.
The balance sheet profit shall be distributed to the shareholders, unless the Annual General Meeting decides otherwise. Non-official table of contents

§ 25 Federal Court of Auditors

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