Statute of the GBB Genossenschafts-Holding Berlin (annex to the regulation amending the Staff Regulations of the Cooperative Bank Berlin and to its conversion)

Unofficial table of contents

GBBStatÄndVAnl

Date of completion: 15.11.1991

Full quote:

" Statute of the GBB Genossenschafts-Holding Berlin (Annex to the Regulation amending the Staff Regulations of the Cooperative Bank Berlin and to its conversion) of 15 November 1991 (BGBl. 2124), as last amended by Article 342 of the Regulation of 31 December 2000. October 2006 (BGBl. 2407). "

Status:

Last amended by Art. 342 V v. 31.10.2006 I 2407

For more details, please refer to the menu under Notes

Footnote

(+ + + Text certificate: 30.11.1991 + + +) 
(+ + + Text of the VO see: GBBStatÄndV + + +) 

  

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§ 1 Legal form, seat and capital

(1) GBB Genossenschafts-Holding Berlin (Holding) is a legal entity of public law. It has its headquarters in Berlin. (2) The share capital of the holding is 250 million (in words: two hundred and fifty million) Deutsche Mark. The shares are held by the Federal Republic of Germany. The share capital is fully paid. Unofficial table of contents

§ 2 Subject matter

(1) The holding of the holding is the acquisition and holding of holdings in the DG BANK Deutsche Genossenschaftsbank, to cooperatives, central cooperative institutions as well as to legal persons and commercial companies, which are responsible for the acquisition and acquisition of (2) The holding company shall ensure the management and the withdrawal of claims taken over by its legal presiders. The holding may, with the consent of the supervisory authority, transfer the necessary business procure to third parties in the contract with the consent of the supervisory authority. (3) The holding company is authorized to conduct all transactions relating to the subject matter of the holding company. Unofficial table of contents

§ 3 Institutions

The members of the holding are the Management Board, the Board of Directors and the Annual General Meeting. Unofficial table of contents

§ 4 Executive Board

(1) The Management Board shall consist of at least two members. The Board of Directors is appointed by the Board of Directors. The respective number of Management Board members shall be determined by the Management Board. The Board of Directors may appoint a spokesperson for the Board of Management. (2) The Board members shall be appointed for a maximum of five years. A repeat order, in each case for a maximum of five years, is permitted. The Board of Directors may revoke the appointment to the Management Board member if there is an important reason. Unofficial table of contents

§ 5 Management

(1) The Management Board is responsible for the management of the holding in accordance with the laws, the Statute and the Rules of Procedure. It shall be responsible for the proper performance of the tasks assigned to it and for the implementation of all decisions of the Management Board. The Management Board shall keep the Board of Directors regularly informed about the course of business and the position of the holding company. In addition, he shall immediately inform the Chairman of the Board of Directors or, in the case of his prevention, one of his deputies if he has the right to do so. Decisions of the Management Board are to be taken unanimously by two Management Board members; in the case of more than two members of the Management Board, decisions are to be taken with a majority of votes. Voting equality means rejection. (2) The members of the Board of Management may not operate a trading business or operate for other commercial companies or companies of legal persons without the consent of the Board of Directors. (3) The Appointment contracts of the members of the Management Board shall be concluded by the Chairman of the Board of Directors on behalf of the holding company; the contracts shall be subject to the approval of the Supervisory Authority. (4) The names of the members of the Management Board shall be the subject of each change of the He/she shall immediately be notified by the Executive Board of the Federal Gazette. (5) The The Management Board shall adopt its rules of procedure for the Management Board, which shall require the approval of the Supervisory Authority. Unofficial table of contents

§ 6 Representation

(1) The Executive Board represents the holding in court and out of court. (2) Statements are binding on the holding company if they are either of two board members or of a board member jointly with one by the board of directors representatives shall be delivered. If a declaration of intent is to be handed over to the holding company, the levy shall be sufficient to a member of the Management Board. Unofficial table of contents

§ 7 Board of Directors

(1) The Administrative Board shall consist of at least three persons. He belongs to:

1.

A representative of the Federal Ministry of Finance,

2.

A representative of the Federal Ministry of Economics and Technology,

3.

A representative of the Federal Ministry of Food, Agriculture and Consumer Protection.

The members of the Management Board shall be appointed by the Supervisory Authority. The respective number of members of the Board of Directors determines the supervisory authority. (2) The appointment of the members of the Board of Directors shall take place at the latest for the period up to the end of the Annual General Meeting, which shall be subject to the discharge for the fourth Fiscal year after the start of the term of office. The financial year in which the term of office begins shall not be included. In the event of a premature termination of a member of the Board of Directors, the member ceding to his post shall be appointed for the remainder of the term of office of the retired member. (3) The Board of Directors shall elect a Chairperson from among its members. a Vice-Chairman each for the duration of his/her term of office. Re-election shall be admissible. (4) The Administrative Board may adopt its rules of procedure. They shall be subject to the approval of the supervisory authority. Unofficial table of contents

Section 8 Tasks and powers of the Management Board

(1) The Board of Directors is responsible for the ongoing monitoring of the management of the holding company. It may be reserved for consent to the conclusion of certain transactions or types of transactions. The Board of Directors may request a report from the Management Board at any time on the matters of the holding company. A single member may also require a report, but only to the Board of Directors; if the Management Board rejects the reporting, the report may be required only if another member of the Board supports the request. The Board of Directors may view and examine the books and writings of the holding and the assets. The Management Board has the annual financial statements (balance sheet, profit and loss account and notes), the management report, the proposals of the Management Board, and the Management Board. (2) The Board of Directors has the following: examine the use of the annual surplus and the audit report of the auditor and report on the outcome of the audit to the Annual General Meeting in writing. (3) Management Board members representing the Board of Directors is the holding company Court and out-of-court. He decides on complaints against members of the Management Board. (4) Without prejudice to the powers conferred by the general right of supervision, the Board of Directors shall be subject, in particular, to:

1.

the appointment and revocation of the appointment of board members,

2.

the opinion to the Annual General Meeting on the annual accounts to be submitted;

3.

the approval of the management report submitted by the Management Board, in so far as it explains the annual accounts,

4.

the proposal to the Annual General Meeting on the use of the annual surplus;

5.

the proposal to the Annual General Meeting on the auditor's auditor for consideration of the annual financial statements;

6.

the proposal to the Annual General Meeting on the discharge of the Executive Board,

7.

Proposals to the General Meeting on amendments to the Staff Regulations,

8.

other proposals for the decision-making of the general meeting,

9.

the decision on the convening of extraordinary general meetings,

10.

the regulation of the contractual arrangements with the members of the Management Board and their other matters.

(5) The approval of the Management Board is required for:

1.

the acquisition, sale and loading of land and buildings;

2.

the conclusion, substantial changes or the cancellation of business contracts.

The Board of Directors may make further transactions subject to its consent. Unofficial table of contents

Section 9 Decisions and meetings of the Management Board

(1) The Administrative Board shall, as a general rule, be convened once in the calendar quarter, and shall be convened once in the calendar half-year. It is also to be convened if two members of the Board of Directors or the Executive Board require it. Members of the Management Board shall participate in the meetings of the Management Board with an advisory vote, unless the Board of Directors decides otherwise in individual cases. In addition, experts and respondents may be present for advice on individual items. (2) The meetings of the Management Board shall be held by the Chairman or his/her alternates on the agenda of the agenda. The deadline of at least 10 days is to be called in writing. In urgent cases, the period of appeal may be adequately shortened. (3) The Chairman of the Board of Directors shall represent the Board of Directors at the time of the submission, as well as in the receipt of declarations of intent and shall sign the minutes of the submission of the (4) The Administrative Board shall be quorum if the majority of its members take part in the decision-making process. (5) The meetings of the Management Board may be held by persons who are members of the Board of Directors do not belong, without voting rights instead of Members of the Board of Directors, if they are authorized in writing by the members of the Management Board. These persons or members of the Board of Directors may submit written votes of the absent member of the Board of Directors. (6) Decisions of the Board of Directors may also be made by way of written, telegraphic, telekoped or telex. The vote shall be taken if no member is in conflict with this procedure. The result of the vote shall be recorded in a minutes and the minutes shall be annexed to the minutes of the next Management Board meeting. (7) Decisions of the Administrative Council shall be taken by a simple majority of the votes cast. In the event of a tie, the Chairman's vote shall be decided. (8) A minutes shall be passed on the negotiations of the Management Board. In addition to the decisions, the minutes are intended to hold the main course of the negotiations. It shall be signed by the chairman or his deputy. Unofficial table of contents

Section 10 Administrative damage to the Board of Directors

The members of the Board of Directors shall receive the replacement of the cash outlays and the costs incurred in carrying out their duties, which shall be incurred by them on the turnover tax which may be incurred as a result of their activities. In addition, the Annual General Meeting shall decide on any remuneration. Unofficial table of contents

§ 11 General Meeting

(1) The Annual General Meeting is the representation of the shareholders of the holding company. (2) In the Annual General Meeting, one vote shall be waited per one hundred thousand Deutsche Mark. (3) The shareholders shall be represented at the Annual General Meeting by their shareholders. represented by legal representatives or by proxy voting by proxy. Unofficial table of contents

§ 12 Powers of the General Meeting

The Annual General Meeting decides on:

1.

the determination of the annual accounts,

2.

the use of the annual surplus,

3.

the discharge of the Management Board and the Management Board,

4.

the appointment of the auditor for the purpose of auditing the annual accounts;

5.

Amendments to the Staff Regulations,

6.

changes in the share capital,

7.

the acquisition and disposal of holdings,

8.

the inclusion of new business activities or the task of existing areas of activity;

9.

the conversion of the holding into a public limited company and the establishment of the statutes of the public limited company

10.

the dissolution of the holding company.

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§ 13 Meetings and resolutions of the Annual General Meeting

(1) The Annual General Meeting shall be held once a year in the first seven months of the year. An extraordinary general meeting is to be convened if the Board of Directors or the Management Board deem it necessary. (2) The convening of the Annual General Meeting shall be issued in writing by the Chairman of the Board of Directors, stating the Agenda. The invitation shall be sent at least ten days prior to the date of the meeting. In urgent cases, the time limit for appeal can be reduced appropriately. (3) The Chairman of the Board of Directors or his deputy will chair the Annual General Meeting. A minutes shall be recorded at the Annual General Meeting, which shall be signed by the Chairman. (4) The Annual General Meeting shall be quorum if at least half of the capital is represented. Authorized representatives of shareholders must present a written authority which remains in custody of the holding company. (5) The General Meeting shall take its decisions by a simple majority of the votes cast. In the case of a tie, an application shall be deemed to have been rejected. Decisions concerning changes to the Staff Regulations, changes in the share capital, the dissolution of the holding company, the conversion of the holding company into a joint-stock company and the determination of the Articles of Association of the Company require a majority of at least two Third-thirds of the capital represented; they shall require the approval of the supervisory authority. In the event of dissolution, the holding's assets remaining after the correction of the liabilities shall be distributed among the shareholders in proportion to their shares. (6) At the Annual General Meeting, the Management Board and the Executive Board shall be appointed. Members of the Management Board. The Supervisory Authority may participate in the Annual General Meeting. Unofficial table of contents

Section 14 Annual accounts and management report

(1) The Management Board shall draw up the annual accounts and the management report for the past financial year in the first three months of each financial year and submit it to the auditor. (2) The annual accounts and the annual report shall be published in the following: to draw up and examine the application of the provisions of the Third Book of the Commercial Code for large corporations. After receipt of the audit report to the Management Board, the annual accounts and the annual report and the audit report are included in the proposal by the Executive Board for the decision of the Annual General Meeting on the use of the annual surplus to the Board of Directors . Unofficial table of contents

§ 15 Financial Year

The fiscal year is the calendar year. Unofficial table of contents

Section 16 Use of the annual surplus

Unless the Annual General Meeting decides otherwise, the annual surplus shall be transferred to the shareholders. Unofficial table of contents

§ 17 State supervision

The holding company is subject to the supervision of the Federal Republic of Germany; supervision is exercised by the Federal Ministry of Finance. The supervisory authority shall have the power to request all information and to take all orders to comply with the business operations of the holding company with the laws, the Staff Regulations and the other provisions. Unofficial table of contents

§ 18 Examination law

The competent authorities of the Federal Republic of Germany are subject to the rights listed in Section 55 (2) of the Federal Budget Code and in Section 112 (2) of the Federal Budget Code. Unofficial table of contents

Section 19 Transiting and final determination

The holding, formerly Cooperative Bank Berlin, is the legal successor of the Bank for Agriculture and Food Goodness Industry of the German Democratic Republic.