Act on the implementation of Council Regulation (EC) No 2157/2001 of 8 June 2001. October 2001 on the Statute of the European Company (SE) (SE-Implementing Act-SEAG)

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SEAG

Date of completion: 22.12.2004

Full quote:

" SE-Execution Act of 22 December 2004 (BGBl. 3675), as last amended by Article 14 of the Law of 24 April 2015 (BGBl). 642).

Status:

Last amended by Art. 14 G v. 24.4.2015 I 642

For more details, please refer to the menu under Notes

Footnote

(+ + + Text proof: 29.12.2004 + + +) 
  
(+ + + Official note from the norm-provider on EC law: 
 Implementation of the 
 ERL 43/2006 (CELEX Nr: 32006L0043)  G v. 25.  5.2009 I 1102   
 Implementation of the 
 EGV 2157/2001 (CELEX Nr: 22001R2157) + + +) 

  

The G was referred to as Art. 1 d. G v. 22.12.2004 I 3675 (SEEG) of the Bundestag (Bundestag). It's gem. Article 9 of this Act entered into force on 29 December 2004. Unofficial table of contents

Content Summary

Section 1
General provisions
§ 1				Rules to be applied
§ 2				(dropped)
§ 3				Registration
§ 4				Responsibilities
Section 2
Establishment of an SE
Subsection 1
Merger
§ 5				Notice
§ 6				Improvement of the exchange ratio
§ 7				Severance offer in the merger plan
§ 8				Creditor protection
Subsection 2
Establishment of a holding SE
§ 9				Severance offer in the founding plan
§ 10				Consent decision; Negatio
§ 11				Improvement of the exchange ratio
Section 3
Seat laying
§ 12				Severance offer in the settlement plan
§ 13				Creditor Erschütz
§ 14				Negatization
Section 4
Establishment of the SE
Subsection 1
Dualistic system
§ 15				Management of the management by members of the supervisory body
§ 16				Number of members of the management board
§ 17				Number of members and composition of the Board of Supervisors
§ 18				Request for information of individual members of the supervisory body
§ 19				Determination of the need for consent to be agreed by the Board of Supervisors
Subsection 2
Monist system
§ 20				Rules to be applied
Section 21				Registration and registration
Section 22				Tasks and rights of the Management Board
Section 23				Number of members of the Management Board
§ 24				Composition of the Management Board
Section 25				Notice on the composition of the Management Board
Section 26				Court decision on the composition of the Management Board
§ 27				Personal requirements of the members of the Management Board
§ 28				Appointment of the members of the Management Board
§ 29				Convening of the members of the Management Board
§ 30				Order by the court
Section 31				Annulment of the election of members of the Management Board
Section 32				Appeal of the election of members of the Board of Directors
§ 33				Effect of the judgment
Section 34				Internal policy of the Management Board
§ 35				Decision-making
§ 36				Attendance at meetings of the Management Board and its committees
Section 37				Convening of the Management Board
§ 38				Legal relationships of the members of the Management Board
§ 39				Duty of care and responsibility of the members of the Management Board
§ 40				Managing Directors
Section 41				Representation
§ 42				(dropped)
Section 43				Information on business letters
Section 44				Restrictions on the power of representation and management
§ 45				Order by the court
Section 46				Login changes
§ 47				Audit and determination of annual accounts
§ 48				Ordinary General Meeting
§ 49				Power and responsibility for corporate reliance
Subsection 3
General Meeting
§ 50				Convening and supplementing the agenda at the request of a minority
Section 51				Record changes
Section 5
Resolution
Section 52				Dissolution of the SE in the case of the separation of the seat and the main administration
Section 6
Criminal and penal rules
Section 53				Criminal and penal rules
Section 7
Final provisions
§ 54				Transitional provision on the Accounting Law Modernisation Act
§ 55				Transitional provision on the law implementing the Shareholders ' Rights Directive

Section 1
General provisions

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Article 1 Applicable Provisions

Except as provided for in Council Regulation (EC) No 2157/2001 of 8 June 2001, October 2001 on the Statute for a European Company (SE) (OJ L 327, 28.12.2001 EC No 1) (Regulation), the following provisions shall apply to a European Company (SE) having its registered office in the territory of the country and to the companies located in the territory of which a European Company is founded. Unofficial table of contents

§ 2 (omitted)

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§ 3 Registration

The SE shall be registered in the Commercial Register in accordance with the rules applicable to public limited liability companies. Unofficial table of contents

§ 4 responsibilities

For the registration of the SE and for the tasks referred to in Article 8 (8), Article 25 (2) and Articles 26 and 64 (4) of the Regulation, this is the case in accordance with § § 376 and 377 of the Act on the Procedure in Family Matters and in the Matters concerning the voluntary jurisdiction of certain courts. The competent court, within the meaning of the first sentence of Article 55 (3) of the Regulation, is determined in accordance with § 375 No. 4, § § 376 and 377 of the Act on the Procedure in Family Matters and in the Matters of Voluntary Jurisdiction.

Section 2
Establishment of an SE

Subsection 1
Merger

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§ 5 Notice

The information to be made known in accordance with Article 21 of the Regulation shall be notified to the Registry when the draft terms of the merger are lodged. The Court of First Instance shall disclose this information together with the notice required under Article 61, second sentence, of the Conversion Act. Unofficial table of contents

§ 6 Improvement of the exchange ratio

(1) Under the conditions laid down in the first sentence of Article 25 (3) of the Regulation, an action against the merger decision of a transferring company may not be based on the fact that the exchange ratio of the shares is not appropriate. (2) Where the exchange ratio of the shares is not appropriate in the establishment of an SE by merger under the procedure laid down in the Regulation, any shareholder of a transferring company, the law of which shall be entitled to oppose the effectiveness of the Merger decision to bring an action, excluded under paragraph 1, from the SE to a compensation (3) The cash payment shall be made after the end of the day on which the merger in the Member State of the SE has been registered and made known in accordance with the provisions in force in that Member State, with 5 percentage points per year over the basic interest rates in accordance with Section 247 of the Civil Code. The assertion of further damage is not excluded. (4) Power a shareholder of a transferring company under the conditions of the first sentence of Article 25 (3) of the Regulation asserts that the exchange ratio of the shares does not apply. , the Court of First Instance, on its request, has the Court of First Instance of 12 June 2003 (BGBl), in accordance with the law on the procedural law on the law of the 838), to determine an appropriate cash payment. Sentence 1 shall also apply to shareholders of a transferring company having its registered office in another Member State of the European Union or in another State Party to the Agreement on the European Economic Area, subject to the law of the European Union This State is subject to a procedure for controlling and amending the exchange ratio of the shares and that German courts have international jurisdiction to carry out such a procedure. Unofficial table of contents

Section 7 Offer of severance in the merger plan

(1) In the case of the establishment of an SE which is to have its head office abroad, by merger under the procedure laid down in the Regulation, a transferring company shall, in the draft terms of merger or in its draft, have any shareholder who shall oppose the merger. Merger decision of the company objection to the minutes declares to offer the acquisition of its shares against an appropriate cash settlement. The provisions of the German Stock Corporation Act on the acquisition of treasury shares apply accordingly, but § 71 (4) sentence 2 of the German Stock Corporation Act is not applicable to this extent. The publication of the draft terms of the merger as the subject of the decision-making process shall contain the text of this offer. The company has to bear the costs of a transfer. Section 29 (2) of the Transformation Act applies accordingly. (2) The cash settlement must take into account the relationships of the company at the time of the decision-making process on the merger. After the end of the day on which the merger in the State of the SE has been registered and made known in accordance with the provisions in force there, the cash payment shall be 5 percentage points above the respective base interest rate in accordance with Section 247 of the Bourgeois Code of Interest. The assertion of any further damage is not excluded. (3) The appropriateness of a cash settlement to be offered shall always be examined by a merger auditor. § § 10 to 12 of the Transformation Act shall be applied accordingly. The authorized persons may waive the examination or the examination report; the waiver of waiver shall be notarized. (4) The offer referred to in paragraph 1 may only be accepted within two months of the date on which the merger in the A Member State of the SE has been registered and made known in accordance with the provisions in force there. If, in accordance with paragraph 7 of this provision, an application for the determination of the cash payment has been made by the court, the offer may be accepted within two months of the date on which the decision was made known in the Federal Gazette. (5) Under the conditions laid down in the first sentence of Article 25 (3) of the Regulation, an action against the effectiveness of the merger decision of a transferring company cannot be based on the fact that the offer referred to in paragraph 1 is too low , or that the cash settlement in the merger plan is not or not properly (6) Any other sale of the share by the shareholder, as amended by the terms of the merger decision, shall not be subject to the provisions of the time limit laid down in paragraph 4 of this Article in respect of the legal entities involved. (7) A shareholder of a transferring company, under the conditions laid down in the first sentence of Article 25 (3) of the Regulation, asserts that a cash settlement to be offered to it in accordance with paragraph 1 in the draft terms of the merger is too low , the Court of First Instance, on its request, has the Court of First Instance in accordance with the law of the Court of Justice of 12 June June 2003 (BGBl. 838) to determine the appropriate cash settlement. The same shall apply if the cash payment has not been offered or has not been offered properly. The provisions of sentences 1 and 2 shall also apply to shareholders of a transferring company established in another Member State of the European Union or in another Contracting State of the Agreement on the European Economic Area, provided that: The right of this State is to establish a procedure for the severance of minority shareholders and that German courts have international jurisdiction to implement such a procedure. Unofficial table of contents

§ 8 Protection of creditors

If the future seat of the SE is located abroad, Section 13 (1) and (2) shall apply accordingly. The competent court shall issue the certificate referred to in Article 25 (2) of the Regulation only if the members of the Management Board of a transferring company give the assurance that all creditors who are entitled to claim 1 security performance, adequate security has been provided.

Subsection 2
Establishment of a holding SE

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§ 9 Finishing offer in the founding plan

(1) When establishing a holding company in accordance with the procedure laid down in the Regulation, which is intended to have its registered office abroad or which, in turn, is subject to the provisions of Section 17 of the German Stock Corporation Act (AktG), a public limited company in the founding plan of the holding company shall have the right to establish a holding any shareholder who, contrary to the decision of the company's consent to the establishment plan, has declared a contradiction with the minutes of offering the acquisition of his shares against a reasonable cash settlement. The provisions of the German Stock Corporation Act on the acquisition of treasury shares apply accordingly, but § 71 (4) sentence 2 of the German Stock Corporation Act is not applicable to this extent. The publication of the Green Plan as the subject of the decision-making process shall contain the text of this offer. The company has to bear the costs of a transfer. Section 29 (2) of the Transformation Act shall apply accordingly. (2) § 7 (2) to (7) shall apply mutatily, where the registration and publication of the merger shall be replaced by the registration and publication of the newly established merger. Holding SE shall enter. Unofficial table of contents

Section 10 Consent of consent; Negatization

(1) The decision of consent pursuant to Article 32 (6) of the Regulation requires a majority which, in the case of a public limited liability company, requires at least three quarters of the share capital represented in the decision-making process and in a limited liability company at least three quarters of the votes cast. (2) When registering the holding SE, its representative bodies shall declare that an action against the effectiveness of the approval decisions pursuant to Article 32 (6) of the Regulation shall not, or not has been levied within the prescribed period or has been rejected by a final decision, or has been withdrawn. Unofficial table of contents

Section 11 Improvement of the exchange ratio

(1) If, in the case of the establishment of a holding company, the exchange ratio of the shares is not appropriate in accordance with the procedure laid down in the Regulation, any shareholder of the company forming the holding company may, by means of the holding SE, compensate for the shares in the holding company. (2) § 6 (1), (3) and (4) shall apply, in which case the registration and publication of the merger shall be replaced by the registration and publication of the establishment of the holding SE.

Section 3
Seat laying

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§ 12 Finishing offer in the settlement plan

(1) In accordance with Article 8 of the Regulation, where an SE is situated, it shall offer to any shareholder who opposes the transfer decision to declare the acquisition of its shares against a reasonable cash settlement. The provisions of the German Stock Corporation Act on the acquisition of treasury shares apply accordingly, but § 71 (4) sentence 2 of the German Stock Corporation Act is not applicable to this extent. The publication of the settlement plan as the subject of the decision-making process shall contain the text of this offer. The company has to bear the costs of a transfer. Section 29 (2) of the Transformation Act shall apply. (2) Section 7 (2) to (7) shall apply mutatily, where the registration and publication of the merger shall be replaced by the registration and publication of the SE in the new Member State of the host country. occurs. Unofficial table of contents

§ 13 creditor protection

(1) If an SE is to be established in accordance with Article 8 of the Regulation, the creditors shall be creditors of the company if, within two months of the date on which the settlement plan has been disclosed, their claim by reason and amount in writing shall be made available to the creditors of the company. Register to provide security to the extent that they are unable to demand satisfaction. However, this right is only to be granted to creditors if they make it credible that the meeting jeopardises the performance of their claims. The creditors shall be informed of this right in the settlement plan. (2) The right to guarantee the security referred to in paragraph 1 shall only be entitled to creditors in respect of such claims, which arose before or up to 15 days after the disclosure of the settlement plan (3) The competent court shall issue the certificate referred to in Article 8 (8) of the Regulation only if, in the case of an SE with a dual system, the members of the management body and, in the case of an SE with a monistitic system, the directors of the managing board make the insurance cover that all creditors who have a post in accordance with paragraphs 1 and 2 The right to security has been provided with adequate security. Unofficial table of contents

§ 14 Negatio-Transfiguration

The competent court shall issue the certificate referred to in Article 8 (8) of the Regulation only if the representative bodies of an SE, which are located in accordance with Article 8 of the Regulation, declare that an action against the effectiveness of the It is not or has not been filed within the prescribed period or has been rejected or withdrawn in a legally binding manner.

Section 4
Establishment of the SE

Subsection 1
Dualistic system

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§ 15 Perception of management by members of the supervisory body

The assignment of a member of the Board of Supervisors for the performance of the duties of a member of the governing body referred to in the second sentence of Article 39 (3) of the Regulation shall be admissible only for a period of time limited in advance, not more than one year. A repeated appointment or extension of the term of office shall be permitted if this does not exceed a total of one year. Unofficial table of contents

Section 16 Number of members of the governing body

In the case of companies with a share capital of more than EUR 3 million, the management body shall consist of at least two persons, unless the articles of association determine that it should consist of one person. Section 38 (2) of the SE Participation Act remains unaffected. Unofficial table of contents

Section 17 Number of members and composition of the Board of Supervisors

(1) The Board of Supervisors shall consist of three members. The statutes may set a certain higher number. The number must be divisible by three. The maximum number of companies with a basic capital

up to 1.500.000 Euro	nine,
of more than 1.500.000 Euro	fifteen,
of more than 10,000,000 euros	Twenty-one.

(2) The involvement of employees in accordance with the SE Participation Act remains unaffected. (3) The SE Works Council shall also be entitled to apply for proceedings in accordance with § § 98, 99 or 104 of the German Stock Corporation Act. In accordance with Section 250 of the German Stock Corporation Act, the SE Works Council is also party-capable; § 252 of the German Stock Corporation Act applies accordingly. (4) § 251 of the German Stock Corporation Act shall apply with the proviso that the unlawfully unlawfulness of the German Stock Corporation Act shall be applied by Nomination proposals for workers ' representatives in the Board of Supervisors can only be made in accordance with the rules of the Member States on the occupation of the seats allocated to them. § 37 (2) of the SE-Beteiligungsgesetz (SE-Beteiligungsgesetz) applies to the employees ' representatives from Germany. Unofficial table of contents

Section 18 Information request of individual members of the supervisory board

Any individual Member of the Board of Supervisors may require the managing body to provide information in accordance with the first sentence of Article 41 (3) of the Regulation, but only to the Board of Supervisors. Unofficial table of contents

Section 19 Definition of transactions in need of consent by the Board of Supervisors

The Board of Supervisors may itself make certain types of transactions subject to its consent.

Subsection 2
Monist system

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Section 20 Applicable Provisions

If an SE, in accordance with Article 38 (b) of the Regulation, elects the monistic system with an administrative body (administrative board) in its statutes, the following provisions shall apply instead of sections 76 to 116 of the German Stock Corporation Act (Aktiengesetz). Unofficial table of contents

Section 21 Registration and registration

(1) In the case of a court, the SE shall be registered by all founders, members of the Board of Directors and managing directors for entry in the Commercial Register. (2) In the notification, the Managing Directors shall assure that no There are circumstances which are contrary to their order pursuant to Section 40 (1) sentence 4 and that they have been informed of their unrestricted duty of information to the court. The notification shall indicate the nature and extent of the power of representation of the managing directors. The application shall be accompanied by the documents relating to the appointment of the Board of Directors and the Executive Directors, as well as the audit reports of the members of the Board of Directors. (3) The Court may refuse the application if the application for the Examination report of the members of the Board of Directors the requirements of § 38 (2) of the German Stock Corporation Act (AktG) are given. (4) In the case of the registration, the managing directors and their power of representation are to be disclosed. (5) (omitted) Unofficial table of contents

Section 22 Tasks and rights of the Administrative Board

(1) The Board of Directors guides the company, determines the basic principles of its activities and supervises its implementation. (2) The Board of Directors has to convene a general meeting if the well-being of the company demands it. The simple majority shall be sufficient for the decision. Section 83 of the German Stock Corporation Act applies accordingly to the preparation and execution of the General Meeting Decisions; the Board of Directors may delegate individual tasks to the Managing Directors. (3) The Board of Directors has to ensure that the necessary trading books are kept. The Management Board shall take appropriate measures to establish, in particular, a monitoring system in order to detect early developments in the company's future. (4) The Board of Directors may adopt the books and writings of the The company and the property, including the company's treasury and the stocks of securities and goods, shall consult and examine. It can therefore also appoint individual members or special experts for certain tasks. It grants the auditor the audit mandate for the annual and consolidated financial statements in accordance with Section 290 of the Commercial Code. (5) The annual balance sheet or an interim balance sheet shall be established or, at its discretion, may be assumed to be there is a loss in half of the share capital, so the Board of Directors must immediately convene the General Meeting and notify it of this. In the event of insolvency or over-indebtedness of the company, the Board of Directors must submit the insolvency application pursuant to Section 15a (1) of the Insolvency Code; Section 92 (2) of the German Stock Corporation Act shall apply accordingly. (6) Legislation outside this The Board of Directors or the Supervisory Board assign rights or obligations to a public limited liability company. This applies to the Board of Directors, unless special regulations are laid down in this Act for the Board of Directors and for Executive Directors. are included. Unofficial table of contents

Section 23 Number of members of the Management Board

(1) The Administrative Board shall consist of three members. The Articles of Association may determine otherwise; however, in the case of companies with a share capital of more than EUR 3 million, the Board of Directors shall consist of at least three persons. The maximum number of members of the Board of Directors is in the case of companies with a basic capital.

up to 1.500.000 Euro	nine,
of more than 1.500.000 Euro	fifteen,
of more than 10,000,000 euros	Twenty-one.

(2) The participation of employees in accordance with the SE participation law remains unaffected. Unofficial table of contents

Section 24 Composition of the Board of Directors

(1) The Board of Directors is composed of members of the Management Board of the shareholders and, in so far as an agreement pursuant to § 21 or § § 34 to 38 of the SE Participation Act provides for this, also from members of the Management Board of the employees. (2) After The Administrative Board may only be composed of the most recently applied contractual or statutory provisions if, in accordance with § 25 or § 26, the Administrative Board is in the contract notice of the Chairman of the Board of Directors or in the court Decision specified contractual or statutory provisions shall be applied. Unofficial table of contents

Section 25 Announcement on the composition of the Management Board

(1) If the Chairman of the Board of Directors considers that the Administrative Board is not in accordance with the relevant contractual or statutory provisions, it shall immediately inform the Board of Directors and, at the same time, of the fact that the Board of Directors has To make it known in all companies of the company and its group companies. The slope can also be made in electronic form. The notice shall indicate the contractual or statutory provisions which are relevant in the opinion of the Chairman of the Management Board. It should be pointed out that the Board of Directors will be assembled in accordance with these regulations, if not eligible pursuant to section 26 (2) within one month of the notice in the Federal Gazette, the court competent pursuant to section 26 (1) (2) If the court competent pursuant to Section 26 (1) is not called within one month of the notice in the Federal Gazette, the new Board of Directors shall be put together in accordance with the rules laid down in the notice. The provisions of the Statute relating to the composition of the Management Board, the number of members of the Board of Directors and the election, dismisation and posting of members of the Management Board shall be subject to the termination of the first The Annual General Meeting, which shall be convened after the end of the call period, shall not be effective at the latest six months after the expiry of this period, in so far as it contradict the provisions now to be applied. At the same time, the Office of the previous members of the Management Board shall be issued. A general meeting which takes place within the period of six months may, in place of the provisions of the statutes which are repeal of force, adopt new provisions of the statutes with a simple majority of votes. (3) As long as a court proceedings according to § A notice on the composition of the Management Board may not be published. Unofficial table of contents

Section 26 Judicial decision on the composition of the Administrative Board

(1) Where the Administrative Board is in dispute or uncertain according to which provisions the Administrative Board shall be composed, on request, solely the District Court in whose district the company has its registered office. (2) The right of application shall be determined

1.

Each member of the Management Board,

2.

every shareholder,

3.

which, pursuant to Article 98 (2), first sentence, No. 4 to 10 of the German Stock Corporation Act,

4.

the SE Works Council.

3. In the event that the composition of the Management Board does not comply with the judicial decision, the new Management Board shall be put together in accordance with the rules laid down in the Decision. Section 25 (2) shall apply in accordance with the condition that the period of six months begins with the entry of the legal force. (4) For the proceedings, § 99 of the German Stock Corporation Act shall apply accordingly, with the proviso that the provisions of the regulation provided for in paragraph 5 of the provision shall apply. The decision shall be submitted by the Chairman of the Management Board. Unofficial table of contents

Section 27 Personal requirements of the members of the Board of Directors

(1) Member of the Management Board shall not be able to:

1.

is already a member of the Supervisory Board or of the Board of Directors in ten trading companies that have to form a Supervisory Board or a Board of Directors,

2.

the legal representative of a company dependent on the company; or

3.

is a legal representative of another capital company, whose Supervisory Board or Board of Directors is a member of the Management Board or a Managing Director of the Company.

Up to five seats in supervisory or administrative councils, up to five seats, shall not be set out in respect of the maximum number referred to in the first sentence of the first sentence, which shall include a legal representative (in the case of the proprietor of the holder) of the dominant undertaking of a group of undertakings in the group. Commercial companies that are legally required to form a supervisory board or a board of directors. The maximum number referred to in the first sentence of 1 (1) shall be doubled in the case of supervisory or administrative board offices within the meaning of point 1, for which the Member has been elected chairman. In the case of an SE within the meaning of § 264d of the Commercial Code, at least one member of the Board of Directors must comply with the requirements of Section 100 (5) of the German Stock Corporation Act. (2) Section 36 (3) sentence 2 in conjunction with Section 6 (2) to (4) of the SE-Beteiligungsgesetz (3) A legal person may not be a member of the Board of Directors. Unofficial table of contents

Section 28 Order of the members of the Board of Directors

(1) The appointment of the members of the Board of Directors is governed by the Regulation. (2) Section 101 (2) of the German Stock Corporation Act applies accordingly. (3) Deputy members of the Management Board cannot be appointed. However, a substitute member may be appointed for each member, who shall become a member of the Board of Directors if the member is omitted before the expiry of his term of office. The substitute member can only be ordered at the same time as the member. The rules applicable to the Member shall apply to his/her order and to the invalidity and dispute of his/her order. The office of the substitute member shall expire at the latest with the expiry of the term of office of the member who has fallen away. Unofficial table of contents

Section 29 Abconvening of the members of the Board of Directors

(1) Members of the Board of Directors who have been elected by the Annual General Meeting without being bound to an election proposal may be dismissed by the Board before the end of the term of office. The decision shall require a majority which shall comprise at least three quarters of the votes cast. The Articles of Association may determine a different majority and other requirements. (2) A member of the Board of Directors, which is posted to the Administrative Board on the basis of the Articles of Association, may at any time dismise from the right of posting and by another shall be replaced. In the event that the conditions of the right of deprivation determined in the articles of association have been omitted, the general meeting may convene the posted member with a simple majority of votes. (3) The General Court has to convene a member at the request of the Board of Directors, if there is an important reason in the person's person. The Board of Directors shall decide on the application by a simple majority. If the Member has been sent to the Administrative Board on the basis of the Articles of Association, shareholders whose shares together account for the tenth part of the share capital or the pro rata sum of EUR 1 million may also submit the application. The appeal is admissible against the decision. (4) The rules on the convening of the member for which it is appointed shall apply to the convening of a substitute member. Unofficial table of contents

§ 30 Order by the court

(1) In the event that the Board of Directors does not belong to the number of members required for a quorum, the Court of First Instance shall, at the request of a member of the Board of Directors or of a shareholder, supplement it with that number. Members of the Management Board shall be obliged to submit the application without delay, unless the timely completion is to be expected before the next meeting of the Management Board. If the Management Board also has to be composed of members of the employees, the application may also be submitted

1.

the persons entitled to apply under Section 104 (1) sentence 3 of the German Stock Corporation Act,

2.

the SE Works Council.

The appeal is admissible against the decision. (2) For more than three months, the Administrative Board shall be deemed to have fewer members than the number specified by the Agreement, the Law or the Articles of Association, and the Court shall, upon request, supplement it. In urgent cases, the Court of First Instance shall, on request, also supplement the Management Board before the end of the period. The right of application shall be determined in accordance with paragraph 1. The decision is admissible. (3) The office of the court appointed to the court shall in any event be removed as soon as the defect has been remedied. (4) The court appointed to the court shall be entitled to the replacement of reasonable cash outlays and, if: the members of the company shall be paid for remuneration for their activities. At the request of the Member, the Court of First Instance shall determine the remuneration and the costs. The decision is admissible against the decision; the legal complaint is excluded. The final decision shall be taken in accordance with the Code of Civil Procedure. Unofficial table of contents

Section 31 Invalidity of the election of members of the Board of Directors

(1) The election of a member of the Board of Directors by the Annual General Meeting shall be void except in the case of Section 241 (1), (2) and (5) of the German Stock Corporation Act only if:

1.

the Administrative Board shall be assembled in breach of Section 24 (2), Section 25 (2), first sentence, or Article 26 (3);

2.

by the election, the statutory maximum number of members of the Board of Directors is exceeded (§ 23);

3.

the person elected pursuant to Article 47 (2) of the Regulation cannot be a member of the Board of Directors at the beginning of its term of office.

(2) Section 250 (2) of the German Stock Corporation Act shall apply mutatis-ly to the party capacity for the action to the conclusion that the election of a member of the Board of Directors is void. The SE works council is also party-capable. (3) A shareholder, a member of the Board of Directors or a party capable of being party to the party in accordance with paragraph 2 of this article, if the election of a member of the Board of Directors is void, shall be deemed to have been annulled. § § 247, 248 (1) sentence 2, § § 248a and 249 (2) of the German Stock Corporation Act (Stock Corporation Act). It is not impossible to invoke the nullity in any other way than by levying the action. Unofficial table of contents

Section 32 Dispute over the election of members of the Board of Directors

In order to challenge the election of board members, Section 251 of the German Stock Corporation Act (AktG) shall apply with the proviso that the unlawfulness of the election proposals for the employees ' representatives on the Board of Directors shall only be subject to the provisions of the Member States shall be able to assert the seats allocated to them. § 37 (2) of the SE-Beteiligungsgesetz (SE-Beteiligungsgesetz) applies to the employees ' representatives from Germany. Unofficial table of contents

Section 33 Effects of the judgment

§ 252 of the German Stock Corporation Act applies accordingly to the judgment effect. Unofficial table of contents

§ 34 Internal Order of the Administrative Board

(1) The Administrative Board shall elect, in addition to the Chairman, at least one alternate after the provisions of the Articles of Association have been determined from its centre. The deputy shall only have the rights and obligations of the chairman if this is prevented. If the Board of Directors only consists of one person, it shall carry out the duties assigned by law to the Chairman of the Board of Directors. (2) The Administrative Board may adopt its rules of procedure. The Statute may be binding on individual questions of the Rules of Procedure. (3) The minutes of the meetings of the Board of Directors shall be subject to a minutes which the Chairman shall sign. The minutes shall specify the place and the day of the meeting, the participants, the items on the agenda, the essential content of the negotiations and the decisions of the Administrative Council. A breach of the first sentence or the second sentence does not make a decision ineffectable. A copy of the minutes shall be handed out to each member of the Board of Directors upon request. Sentences 1 to 4 shall not apply to a board of directors consisting of only one person. (4) The Administrative Board may appoint one or more committees from among its members, in particular in order to prepare its negotiations and decisions. or to monitor the implementation of its decisions. The tasks referred to in the first sentence of paragraph 1 and in accordance with § 22 (1) and (3), § 40 (1) sentence 1 and § 47 (3) of this Act as well as in accordance with § 68 (2) sentence 2, § 203 (2), § 204 (1) sentence 1, § 205 (2) sentence 1 and § 314 (2) and (3) of the German Stock Corporation Act may be subject to a committee shall not be referred to the Management Board for decision-making. The Management Board shall be regularly reported on the work of the committees. The Board of Directors may set up an audit committee, which may in particular carry out the tasks pursuant to Section 107 (3) sentence 2 of the German Stock Corporation Act. It must be staffed by a majority of non-executive members. If the Board of Directors of an SE is a Audit Committee within the meaning of Section 264d of the Commercial Code, at least one member of the Audit Committee must comply with the requirements of Section 100 (5) of the German Stock Corporation Act and the Chairman of the Supervisory Board shall be entitled to Audit Committee shall be non-executive director. Unofficial table of contents

Section 35 Decision-making

(1) absent members may thereby participate in the decision-making of the Board of Directors and of its committees to allow written votes to be handed over. The written votes may be handed over by other members. They may also be handed over to persons who are not members of the Board of Directors, if they are entitled to participate in the meeting pursuant to Section 109 (3) of the German Stock Corporation Act. (2) Written, televisor or other similar forms of Decisions of the Administrative Council and its committees are only admissible, subject to a more detailed regulation, by the statutes or a rules of procedure of the Administrative Council if no member is in conflict with this procedure. (3) Is a Managing Director, who is also a member of the Board of Directors, from legal In this respect, the Chairman of the Board of Directors has an additional voice in preventing the reasons for taking part in the decision-making process in the Administrative Board. Unofficial table of contents

Section 36 Participation in the meetings of the Management Board and its committees

(1) Persons who do not belong to the Administrative Board shall not attend meetings of the Management Board and of its committees. Experts and respondents may be present for advice on individual items. (2) Members of the Management Board who do not belong to the Committee may attend committee meetings if the Chairman of the Board of Directors is responsible for the (3) The Statute may allow persons who do not belong to the Administrative Board to participate in meetings of the Board of Directors and its committees in place of prevented members, where such members are not members of the Board of Directors. have authorized them in text form. (4) Deviating legal provisions remain unaffected. Unofficial table of contents

Section 37 convening of the Management Board

(1) Each member of the Management Board may require the Chairman of the Board of Directors to convene the Management Board without delay, stating the purpose and the reasons for the decision. The meeting must take place within two weeks of the convening of the meeting. (2) If the request is not met, the Board of Directors may convene the Board of Directors on the basis of a notification of the facts and an indication of an agenda itself. Unofficial table of contents

Section 38 Legal relations of the members of the Board of Directors

(1) The remuneration of the members of the Board of Directors shall apply in accordance with Section 113 of the German Stock Corporation Act. (2) For the granting of loans to members of the Board of Directors and for other contracts with members of the Board of Directors, § § 114 and 115 of the Stock Corporation Act accordingly. Unofficial table of contents

§ 39 Due diligence and responsibility of the members of the Board of Directors

§ 93 of the German Stock Corporation Act applies accordingly to the duty of care and responsibility of the members of the Management Board. Unofficial table of contents

Section 40 Executive Directors

(1) The Board of Directors shall appoint one or more Managing Directors. Members of the Board of Directors may be appointed to Executive Directors, provided that the majority of the Board of Directors continues to consist of non-executive members. The order must be entered for registration in the Commercial Register. If third parties are appointed to managing directors, they shall apply in accordance with Section 76 (3) of the German Stock Corporation Act (AktG). The Articles of Association may make arrangements for the appointment of one or more managing directors. Section 38 (2) of the SE Participation Act remains unaffected. (2) The Managing Directors are responsible for the business of the Company. If a number of managing directors are appointed, they shall only be authorised to take part in the management of the executive board; the statutes or a rules of procedure adopted by the Management Board may depart from it. Tasks assigned by law to the Board of Directors cannot be transferred to the Executive Directors. To the extent that notifications and the filing of documents have to be made to the commercial register according to the legislation of the Management Board in force in the case of public limited liability companies, the Executive Directors are replaced by the Executive Board. (3) in the drawing up of the annual balance sheet or an interim balance sheet, or if it is reasonable to assume that there is a loss in half of the share capital, the Executive Directors shall have the Chairman of the Board of Directors to report immediately. The same shall apply if the company becomes insolvent or if the company is overindebted. (4) If several managing directors are appointed, they may adopt their own rules of procedure if the statutes do not include the adoption of a Rules of procedure shall be adopted by the Administrative Board or the Administrative Board shall adopt its Rules of Procedure The Statute may be binding on individual questions of the Rules of Procedure. Decisions of the Executive Directors on the Rules of Procedure must be taken unanimously. (5) Managing Directors may be dismissed at any time by decision of the Board of Directors, unless the Statute otherwise regulates otherwise. The general rules apply to the claims arising from the employment contract. (6) Managing Directors shall report to the Administrative Board in accordance with Section 90 of the German Stock Corporation Act, unless the Statute or the Rules of Procedure provide otherwise. (7) Sections 87 to 89 of the German Stock Corporation Act shall apply. (8) § 93 of the German Stock Corporation Act shall apply to the due diligence and responsibility of the managing directors. (9) The provisions relating to the Managing Directors shall also apply to: their substitutes. Unofficial table of contents

Section 41 Representation

(1) The managing directors shall represent the company in a judicial and non-judicial way. If a company has no executive directors (no management), the Company will be represented by the Board of Directors in the event that it is delivered to the Company in respect of declarations of intent or documents. (2) Multiple If the Articles of Association do not specify otherwise, Executive Directors shall only be authorized to represent the Company in a Community-by-Community basis. If a declaration of intent is to be submitted to the company, the charge shall be sufficient to a managing director or, in the case referred to in the first sentence of paragraph 1, to a member of the Board of Directors. Article 78 (2) sentences 3 and 4 of the German Stock Corporation Act shall apply accordingly. (3) The Articles of Association may also determine that individual Managing Directors are authorized to represent the Company alone or in the Community with a Procurator. The second sentence of paragraph 2 shall apply in these cases. (4) Managing Directors empowered to represent them may authorize individual directors to take certain transactions or certain types of transactions. This is true if a single managing director in the Community is empowered to represent the company with a procurator. (5) The Board of Directors represents the company to the Executive Directors. Court and out-of-court. Unofficial table of contents

§ 42 (omitted)

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Section 43 Information on business letters

(1) In all letters of business, whatever form addressed to a particular recipient, the legal form and the registered office of the company, the register court of the registered office of the company and the number under which the company is located shall be subject to the the commercial register is registered, as well as all managing directors and the chairman of the board of directors with the surname and at least one written first name. Section 80 (1) sentence 3 of the German Stock Corporation Act applies accordingly. (2) § 80 (2) to (4) of the German Stock Corporation Act applies accordingly. Unofficial table of contents

Section 44 Restrictions on the power of representation and management

(1) The power of representation of the Managing Directors cannot be limited. (2) In relation to the Company, the Managing Directors are obliged to observe the instructions and restrictions that are within the scope of the SE shall have adopted the Articles of Association, the Administrative Board, the General Meeting and the Rules of Procedure of the Board of Directors and the Executive Directors for the power of management. Unofficial table of contents

Section 45 Order by the court

If a necessary managing director is missing, in urgent cases the court has to appoint the member at the request of a participant. Section 85 (1) sentence 2, para. 2 and 3 of the German Stock Corporation Act applies accordingly. Unofficial table of contents

Section 46 Registration of amendments

(1) The Managing Directors shall immediately disclose each change of the members of the Board of Directors in the Company Sheets and submit the notice to the Commercial Register. You have to register any change to the managing directors or the power of representation of a managing director for entry in the commercial register. You will also have to register the election of the Chairman of the Board of Directors and his deputy, as well as any change in the person of the Chairman of the Board of Directors or his deputy to the Commercial Register. (2) The new Managing Directors In the notification, directors have to reassure that there are no circumstances that are contrary to their order in accordance with Section 40 (1) sentence 4 and that they have been informed of their unrestricted duty of disclosure to the court. § 37 para. 2 sentence 2 of the German Stock Corporation Act (AktG) is to be applied. (3) Section 81 (2) of the German Stock Corporation Act applies accordingly to the Managing Directors. Unofficial table of contents

Section 47 Examination and determination of the annual accounts

(1) The Managing Directors shall submit the annual accounts and the management report to the Management Board without delay after they have been drawn up. At the same time, the Managing Directors have to submit a proposal to be made by the Board of Directors of the Annual General Meeting for the appropriation of the balance sheet profit; § 170 (2) sentence 2 of the German Stock Corporation Act applies accordingly. (2) Each Member of the Board of Directors has the right to take note of the originals and examination reports. The templates and audit reports shall also be issued to each member of the Board of Directors or, as far as the Management Board has decided to do so, and a balance-sheet committee, to the members of the Committee. (3) For the audit by the Management Board § 171 (1) and (2) of the German Stock Corporation Act applies accordingly. (4) Paragraph 1, first sentence, and paragraph 3 apply accordingly for a separate financial statements pursuant to Section 325 (2a) sentence 1 of the Commercial Code and in the case of parent companies (Section 290 (1), 2 of the Commercial Code) for the consolidated financial statements and the group management report. The individual financial statements pursuant to Section 325 (2a) sentence 1 of the Commercial Code may not be disclosed until the Board of Directors approves it. (5) If the Board of Directors approves the annual accounts, it shall be determined, unless the Board of Directors Decides to leave the statement of the annual accounts to the Annual General Meeting. Decisions of the Board of Directors are to be included in the Management Board's report to the Annual General Meeting. (6) If the Board of Directors has decided to leave the statement of the annual financial statements to the Annual General Meeting, or has the Board of Directors The annual financial statements shall be determined by the Annual General Meeting. If the Board of Directors of a parent company (§ 290 para. 1, 2 of the Commercial Code) has not approved the consolidated financial statements, the Annual General Meeting shall decide on the approval. In order to determine the annual financial statements or the approval of the consolidated financial statements by the Annual General Meeting, Section 173 (2) and (3) of the German Stock Corporation Act shall apply accordingly. Unofficial table of contents

§ 48 Ordinary General Meeting

(1) immediately after the report has been submitted to the Managing Directors, the Management Board shall have the Annual General Meeting to receive the annual financial statements and the management report, approved by the Management Board. Individual financial statements pursuant to § 325 (2a) sentence 1 of the Commercial Code as well as to the decision on the use of the balance sheet profit, in the case of a parent company (§ 290 para. 1, 2 of the Commercial Code) also to receive the decision of the Board of Directors approved consolidated financial statements and the group management report. (2) The The provisions of Section 175 (2) to (4) and Section 176 (2) of the German Stock Corporation Act apply accordingly. The Board of Directors has to make available to the Annual General Meeting the templates specified in Section 176 (1) sentence 1 of the German Stock Corporation Act. At the start of the negotiations, the Board of Directors will explain its proposals. It should also comment on an annual loss or loss, which has significantly affected the annual result. Sentence 4 shall not apply to credit institutions. Unofficial table of contents

§ 49 Line power and responsibility for reliance on business

(1) For the application of the provisions of § § 308 to 318 of the German Stock Corporation Act, the Executive Directors are replaced by the Executive Board of the Company. (2) For the purposes of the application of the provisions of § § 319 to 327 of the German Stock Corporation Act (Stock Corporation Act), the following shall be replaced by the following: The Executive Directors of the Management Board of the affiliated company.

Subsection 3
General Meeting

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§ 50 convening and supplementing the agenda at the request of a minority

(1) The convening of the general meeting and the preparation of its agenda under Article 55 of the Regulation may be requested by one or more shareholders, provided that their share in the share capital is at least 5 per cent. (2) The An amendment to the agenda for a general meeting by one or more items may be requested by one or more shareholders, provided that its share reaches 5 per cent of the share capital or the proportionate amount of 500,000 euros. Unofficial table of contents

Section 51 Statutes

The Articles of Association may stipulate that for a decision of the General Meeting on the amendment of the Articles of Association, the simple majority of the votes cast shall be sufficient, provided that at least half of the share capital is represented. This shall not apply to the modification of the subject-matter of the undertaking, to a decision pursuant to Article 8 (6) of the Regulation and to cases for which a higher majority of capital is required by law.

Section 5
Resolution

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§ 52 dissolution of the SE in the event of the separation of the seat and the main administration

(1) In the event that an SE no longer fulfils the obligation under Article 7 of the Regulation, this shall be deemed to be a defect of the Articles of Association within the meaning of Section 262 (1) (5) of the German Stock Corporation Act. The register court asks the SE to terminate within a specified period the irregular state by:

1.

either its head office is re-established in the host Member State, or

2.

shall be moved in accordance with the procedure laid down in Article 8 of the Regulation.

(2) If, within the period specified in paragraph 1, the request is not sufficient, the Court of First Instance shall determine the deficiency of the statutes. (3) The appeal shall be held against injunctions by which a determination pursuant to paragraph 2 is made.

Section 6
Criminal and penal rules

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Section 53 Criminal and penal rules

(1) The penal provisions of § 399 (1) No. 1 to 5 and (2), § 400 and § § 402 to 404 of the German Stock Corporation Act, § § 331 to 333 of the German Commercial Code and § § 313 to 315 of the Transformation Act as well as the provisions of § 405 of the German Stock Corporation Act (§ 405) of the German Stock Corporation Act (§ 399) of the German Stock Corporation Act. The German Stock Corporation Act and Section 334 of the Commercial Code shall also apply to the SE within the meaning of Article 9 (1) (c) (c) (ii) of the Regulation. As far as

1.

Members of the Executive Board,

2.

Members of the Supervisory Board, or

3.

Members of the representative body of a capital company

, they shall apply to the SE with a dual system in the cases referred to in points 1 and 3 for the members of the management board and, in the cases referred to in point 2, to the members of the supervisory body. In the case of the SE with a monistitic system, they shall apply to the managing directors in the cases of points 1 and 3 and in the cases of point 2 for the members of the board of directors. (2) The criminal provisions of § 399 (1) No. 6 and section 401 of the In accordance with Article 9 (1) (c) (c) of the Regulation, share law also applies to the SE with a dualistic system. Insofar as they concern members of the Executive Board, they shall apply to the members of the governing body. (3) With imprisonment of up to three years or a fine shall be punished, who shall:

1.

as a member of the Executive Board, contrary to § 8,

2.

as a member of the managing body of an SE with a dual system or as the managing director of an SE with a monistitic system, contrary to § 13 (3),

3.

as the managing director of an SE with a monistic system in accordance with § 21 (2) sentence 1 or § 46 (2) sentence 1 or

4.

as an unwinder of an SE with a monistic system, contrary to Article 9 (1) (c) (ii) of the Regulation in conjunction with Section 266 (3) sentence 1 of the German Stock Corporation Act (AktG)

(4) It will also be punished who, in an SE with a monistitic system,

1.

As a member of the Board of Directors, contrary to § 22 (5) sentence 1, the Annual General Meeting does not or does not convene in time or does not indicate the loss, not correct, not fully or not in time, or

2.

As a member of the Board of Directors, contrary to § 22 (5) sentence 2 in conjunction with Section 15a (1) sentence 1 of the Insolvency Code

(5) If the offender is negligent in the cases referred to in paragraph 4, the penalty shall be a custodial sentence of up to one year or a fine.

Section 7
Final provisions

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Section 54 Transitional provision on the Accounting Law Modernisation Act

§ 27 (1) sentence 4 and § 34 (4) sentence 2 and 3 in the version of the Accounting Law Modernisation Act of 25 May 2009 (BGBl. 1102) shall not apply as long as all members of the Management Board and the Audit Committee have been appointed before 29 May 2009. Unofficial table of contents

Section 55 Transitional provision on the law implementing the Shareholders ' Rights Directive

In the cases referred to in the first sentence of Article 6 (3) and the second sentence of Article 7 (2), it shall remain in the case of the interest rate applicable up to that date before 1 September 2009.