Law on the conversion of the Deutsche Siedlungs-und Landesrentenbank into a joint-stock company (DSL Bank-Conversion Act-DSLBUmwG)

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DSLBUmwG

Date of completion: 16.12.1999

Full quote:

" DSL Bank-Conversion Act of 16 December 1999 (BGBl. 2441), which was last amended by Article 176 of the Regulation of 31 December 2008. October 2006 (BGBl. 2407). "

Status:

Last amended by Art. 176 V v. 31.10.2006 I 2407

For more details, please refer to the menu under Notes

Footnote

(+ + + Text certificate: 23.12.1999 + + +) 

  

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§ 1 Establishment by conversion

(1) The Deutsche Siedlungs-und Landesrentenbank (Deutsche Siedlungs-und Landesrentenbank), Federal Immediate Institute of Public Law, has been converted into a public limited company by the end of the 31 December 1999. The provisions of the Transformation Act shall not apply. (2) The Company shall lead the company "DSL Bank Aktiengesellschaft". The Company may be amended by amendment of the Articles of Association. (3) The Management Board shall immediately notify the Aktiengesellschaft and its branches for entry in the Commercial Register. The notification shall indicate the representative powers of the Management Board members. The registration shall be accompanied by the articles of association and the documents relating to the appointment of the Executive Board in certified copy. The members of the Board of Management have to draw their name signature to the court. (4) The Company is to be entered in the Commercial Register with reference to this Act. Section 39 of the German Stock Corporation Act shall apply. Unofficial table of contents

§ 2 Effects of the conversion for the shareholders

The shareholders of the Deutsche Siedlungs-und Landesrentenbank (Deutsche Siedlungs-und Landesrentenbank) take over the share capital of the stock corporation in the amount of 113,750,000 Deutsche Mark, which is divided into 56,875,000 no-par-shares. The following number of shares shall be added to the equity holders:

1.

Federal Republic of Germany: 56.340.575

2.

Country Berlin: 356.283

3.

Free State of Bavaria: 178.141.

In addition, the Federal Republic of Germany and the Free State of Bavaria share one half of each share in the Bruchteilsgemeinschaft (Bruchteilsgemeinschaft). Unofficial table of contents

§ 3 Statute

The Articles of Association of the Company are established in the Annex to this Act. It may be amended in accordance with the Stock Corporation Act. Unofficial table of contents

§ 4 Executive Board

(1) The members of the Management Board of the Deutsche Siedlungs-und Landesrentenbank shall be deemed to be appointed as appointed within the meaning of Section 84 of the German Stock Corporation Act until the end of the term of office for which they are appointed. The members of the Management Board shall be entitled to their dismise in accordance with Section 84 (3) of the German Stock Corporation Act. (2) Until registration in the Commercial Register, the members of the Management Board shall be subject to the previous evidence of power of representation. Unofficial table of contents

§ 5 Supervisory Board

(1) Members of the first Supervisory Board of the Aktiengesellschaft are the members of the Board of Directors of the Deutsche Siedlungs-und Landesrentenbank (German Development Bank). Your term of office shall end with the election of the Supervisory Board by the General Meeting to be convened in accordance with § 6. (2) § § 95 to 104 with the exception of § 103 (3) sentence 1, 2 and 4 of the German Stock Corporation Act and § 76 of the Works Constitution Act 1952 are to be found on the the first Supervisory Board. Unofficial table of contents

§ 6 First Annual General Meeting

The Management Board shall convene the first Annual General Meeting no later than 31 March 2000. This Annual General Meeting elects ten members of the Supervisory Board. Ten other Supervisory Board members are elected by the employees in accordance with the provisions of the Codetermination Act. Unofficial table of contents

Section 7 Issue of covered debt securities

(1) The public limited liability company may issue covered bonds up to fifteen times the respective equity capital in accordance with the following paragraphs. (2) The total amount of the shares issued and in circulation by the public limited company in the case of covered debt securities, the nominal value and interest shall be covered at all times. The cover is subject to ordinary cover values according to the Pfandbrief Act, loan receivings for which secure basic property rights exist, as well as mortgage Pfandbriefe and public Pfandbriefe according to the Pfandbrief Act. (3) Die in paragraph 2 The required full cover can be replaced by credit at the Deutsche Bundesbank and with appropriate credit institutions (replacement cover). The replacement cover shall not exceed ten per cent of the total circulation of covered bonds of the public limited liability company. (4) The assets held to cover the debt securities, including the replacement cover, shall be covered by the A joint-stock company shall be entered in a register. Section 5 (1) and (2) of the Pfandbrief Act shall apply accordingly. (5) The Federal Supervisory Office shall appoint a trustee and a deputy by 31 March 2000 at the latest. The trustee must ensure that the issuing, management and cover of the debt securities comply with the statutory and statutory provisions and the conditions of borrowing. § 7 (3) and (4) and § § 8 to 11 of the Pfandbrief Act shall apply accordingly. The trustee of the Deutsche Siedlungs-und Landesrentenbank shall carry out its duties until the new trustee takes up office. § 22 of the Articles of Association of the Deutsche Siedlungs-und Landesrentenbank in the version in force before the conversion is to continue to apply. (6) § 248 (2) sentence 2 of the Civil Code shall also apply if other credit institutions loans from the proceeds of the covered debt securities issued by the public limited liability company. Unofficial table of contents

§ 8 Forced execution and bankruptcy

(1) In the case of the opening of the insolvency proceedings, § § 30 to 37 of the German Pfandbrief Act (2) is to be applied in accordance with § 29 of the Pfandbrief Act. (2) Apply the Pfandbrief Act accordingly. Unofficial table of contents

§ 9 Investment attrition, opacity

(1) In so far as companies have to invest in money-safe values according to the law or the articles of association, covered bonds of the Aktiengesellschaft, which are not denominated in foreign currency, shall be equal to those values. (2) The covered debt securities shall be Debt securities issued by the stock corporation are congruent to the extent that companies can form a cover mass in mortgage Pfandbriefe or public Pfandbriefe according to the Pfandbrief Act in accordance with the law or the articles of association. Unofficial table of contents

Section 10 Transitional arrangements for debt securities and transactions of Deutsche Siedlungs-und Landesrentenbank and its loans granted

(1) Pfandbriefe issued by the Deutsche Siedlungs-und Landesrentenbank, municipal bonds, bank notes, subordinated liabilities and other debt securities shall be deemed to be issued by the joint-stock company after the conversion. The public limited liability company is subject to the banking regulations applicable to public law credit institutions in respect of the transactions concluded by the Deutsche Siedlungs-und Landesrentenbank (German settlement and Landesrentenbank). (2) The Loans granted to German settlement and Landesrentenbank as well as the warranties assumed by it also apply after the conversion as a loan to a domestic institution governed by public law and as warranties of such a kind Institution. (3) The previous coverage registers of the German settlement and settlement After the conversion, Landesrentenbank shall remain as separate cover registers in addition to the cover register in accordance with Section 7 (4). The duties of the trustee pursuant to § 7 (5) sentence 5 shall apply to these cover registers. (4) The cover values registered up to the conversion into the cover registers may continue to be applied without taking into account the upper limit in accordance with § 7 (1). covered bonds are refinanced. Unofficial table of contents

§ 11 Liability of the Federal Government for Altliabilities

The Federal Government is liable for the fulfilment of the liabilities of the Deutsche Siedlungs-und Landesrentenbank (Deutsche Siedlungs-und Landesrentenbank), insofar as these have been established in the Commercial Register before the registration of the stock The creditors of the Aktiengesellschaft can only take advantage of the Federal Government, in so far as they cannot be satisfied from the assets of the Aktiengesellschaft. Unofficial table of contents

§ 12 Regulations for operational interest groups and other transitional arrangements

(1) The duties of the works council in the companies and operating parts of the joint-stock company shall be carried out by the present Staff Council on a transitional basis. The transitional mandate shall end as soon as a works council has been elected and the election result is announced, but no later than 30 June 2000. The above sentences apply to the youth and trainees ' representatives and the disabled representatives of the Deutsche Siedlungs-und Landesrentenbank. (2) Before the transformation of the Deutsche Siedlungs-und Landesrentenbank (German settlement and Landesrentenbank) Pending their conclusion, the participation procedures initiated shall apply to the provisions of the Federal Personalization Act (Bundespersonalrepresentation). This also applies to procedures in front of the establishment and the administrative courts. In the cases of sentences 1 and 2, in this procedure, the employee representative body responsible for the employment of the staff is replaced by the employee representation. (3) Die in der Deutschen Siedlungs-und Landesrentenbank at the time of the conversion (4) Enforcement measures initiated before the conversion of the Deutsche Siedlungs-und Landesrentenbank (Deutsche Siedlungs-und Landesrentenbank) under the administrative forcification procedure are in accordance with the prior art agreements the conversion applicable. (5) The annual financial statements and the consolidated financial statements for the 1999 financial year shall apply to the provisions applicable to the Deutsche Siedlungs-und Landesrentenbank prior to the conversion. Unofficial table of contents

Section 13 Continuation of the grant and administration of the purpose assets

(1) Instead of the Deutsche Siedlungs-und Landesrentenbank (Deutsche Siedlungs-und Landesrentenbank), the public limited company has measures for the structural improvement of the rural area, including the rural settlement, to improve the rural development of the rural area. (2) The joint-stock company also has the support of the German settlement and Landesrentenbank (Deutsche Siedlungs-und Landesrentenbank). existing special assets of the Federal Government, which are due to § 3 of the third section the Federal President's Regulation on the correction of financial, economic and social emergencies of 26 July 1930 and Section 5 of Chapter II of Part IV of the Third Regulation of the President of the Reich to secure the economy and Finance and the fight against political riots of 6. Article 4 of the Law on the Promotion of the Agricultural Settlement of 15 May 1953 and Section 46 (2) of the Federal Displaced Persons Act (Bundesvertriebenengesetz) has been formed in October 1931, pursuant to Section 44 (2) of the Federal Budget Code, to be administered as a special purpose and in accordance with the aforementioned laws and regulations. (3) The Federal Ministry of Food, Agriculture and Consumer Protection may, in agreement with the Federal Ministry of Finance, by means of a legal regulation of the agricultural sector Rentenbank shall carry out tasks referred to in paragraph 1 or 2 in so far as it is concerned with the tasks of Federal government. Unofficial table of contents

§ 14 Merger of the joint-stock company

(1) In the event of the merger of the Aktiengesellschaft, the public limited liability company shall be deemed to have been registered in the register of registered entities as of 14 September 1989 for the purposes of the application of Section 67 of the Transformation Act. (2) If the joint stock company is in the case of § § § 7 to 9 on the issuance of covered bonds as well as § § 10 and 13 shall apply accordingly to the acquiring legal entities. Unofficial table of contents

Section 15 Entry into force, expiry of the external force

(1) This Act shall enter into force on the day following the date of delivery. (2)