Statutes of DAB Bank AG Munich - Version dated May 2014

 
Statutes of DAB Bank AG

         Munich

   Version dated May 2014
I.    General Provisions

                                      §1
               Legal Form, Corporate Name, Registered Office

(1) The Company is a stock corporation under German law (Aktiengesell-
schaft).

(2)   The name of the Company is:

            DAB Bank AG.

(3)   The registered office of the Company is in Munich.

                                      §2
                           Object of the Company

(1)   The object and purpose of the Company is to perform banking transac-
      tions of all types as defined in Section 1 (1) of the German Banking Act
      (KWG), excluding investment transactions as defined in Section 1 (1) 6
      KWG. The business activity focuses on securities investment and portfo-
      lio management.

(2)   The Company may conduct all business transactions which are appro-
      priate to serve the object and purpose of the Company either directly or
      indirectly.

(3)   The Company may set up branch offices and hold equity investments in
      enterprises of a like or different nature in Germany and abroad.
-2-

(4)   The Company’s controlling company, UniCredit Bank AG, and thus also
      the Company itself, are members of the UniCredit Group (“the Group”),
      and are therefore subject to consolidated supervision by the Bank of Ita-
      ly, regardless of any supervision by other supervisory agencies.

      The Company will therefore make necessary data and information re-
      garding the Company’s business activities available—as permitted by
      the applicable laws—to UniCredit Bank AG (and also directly to
      UniCredit S.p.A., Rome [“Parent Company”], to the extent required by
      statute or supervisory regulations) so that UniCredit Bank AG and
      UniCredit S.p.A. can fulfill their statutory and regulatory obligations as
      controlling company and parent company, respectively, and the Bank of
      Italy can perform consolidated supervision of the Group with a view to its
      stability; the Company will likewise observe requirements of other su-
      pervisory agencies that are binding upon it.

      The Company will make efforts to the best of its ability so that its subsid-
      iaries make necessary data and information regarding their business ac-
      tivities available—as permitted by their legal possibilities—to it (and di-
      rectly to UniCredit Bank AG and/or UniCredit S.p.A. to the extent re-
      quired by statute or supervisory regulations) so that UniCredit Bank AG
      and UniCredit S.p.A. can fulfill their statutory and regulatory obligations
      as controlling company and parent company, respectively, and the Bank
      of Italy can perform consolidated supervision of the Group with a view to
      its stability; the Company will make efforts to the best of its ability so that
      its subsidiaries—as permitted by their legal possibilities—comply with
      requirements of other supervisory agencies that are binding upon them.
-3-

                                      §3
            Public Announcements/Transmitting Information by
                            Remote Data Transfer

(1)   The Company makes its public announcements in the electronic Federal
      Gazette (Company Gazette) unless another form of publication is re-
      quired by law.
(2)   The Company is entitled to send information to shareholders by way of
      remote data transfer in conformance with statutory regulations.

                         II. Capital Stock and Shares

                                      §4
                                Capital Stock

(1)   The capital stock of the Company amounts to €90,976,275.00 (in words:
      Euro ninety million nine hundred seventy-six thousand two hundred and
      seventy-five).

(2)   The Management Board is authorized, with the consent of the Supervi-
      sory Board, to increase the Company’s capital stock by a total of up to
      €22,500,000.00 (Authorized Capital I) through the issuance of new
      bearer shares in exchange for cash or in-kind capital contributions on
      one or more occasions in the time until May 19, 2016.

      If shares are issued against contributions in kind, the Management
      Board is authorized to preclude the subscription right of shareholders
      with the consent of the Supervisory Board.
-4-

If the capital is increased against cash contributions, the shareholders
shall be granted a subscription right, as a general rule.

However, the Management Board is authorized to exclude fractional
amounts from the subscription rights with the consent of the Supervisory
Board

The Management Board is further authorized, with the consent of the
Supervisory Board, to exclude the shareholders’ subscription right in the
case of a capital increase against contributions in cash when the issue
price of the new shares is not substantially lower than the market price.
This authorization shall apply, however, only subject to the proviso that
the shares issued without subscription rights by virtue or by analogous
application of Section 186 (3) (4) AktG do not exceed a total of 10% of
the capital stock, neither at the time when this authorization becomes ef-
fective nor when it is exercised.

The sale of treasury shares shall be applied to this limit of 10% of the
capital stock if such sale is conducted under exclusion of subscription
rights by virtue of an authorization in effect at the time when this authori-
zation or an authorization granted in lieu of the former takes effect, in
accordance with Section 71 (1) (8) AktG in conjunction with Section 186
(3) (4) AktG. Those shares issued or to be issued for the purpose of set-
tling bonds with conversion and/or option rights shall also be applied to
this limit of 10% of capital stock, provided that the bonds were issued
under exclusion of subscription rights by virtue of an authorization in ef-
fect at the time when this authorization or an authorization granted in
lieu of the former takes effect, by analogous application of Section 186
(3) (4) AktG.
-5-

     The Management Board is authorized, with the consent of the Supervi-
     sory Board, to determine the further particulars of the share rights and
     the issue terms and conditions.

(3) a The capital stock of the Company is conditionally increased by up to
     €3,500,000 (in words: Euro three million five hundred thousand) by issu-
     ing new bearer shares. This conditional capital increase serves to re-
     deem share options whose issuance was resolved by the General Meet-
     ing of 02 September 1999. The conditional capital increase will be car-
     ried out only to the extent that the beneficiaries of the share options ex-
     ercise their option and shares are issued from the conditional capital for
     this purpose. The new shares created from the share options exercised
     are entitled to participate in profits from the start of the fiscal year in
     which they are issued.

(3) b The capital stock is conditionally increased by up to €3,300,000 by issu-
     ing up to 3,300,000 shares (Conditional Capital II). The conditional capi-
     tal increase serves to grant options to members of the management of
     the national and international companies affiliated to the Company and
     to employees (including executive employees) of the Company and of
     the national and international companies affiliated to the Company pur-
     suant to the resolution of the General Meeting adopted on 17 May 2001.
     The conditional capital increase will be carried out only to the extent that
     the holders of the options exercise their right. The new shares issued by
     virtue of the options shall not be entitled to receive dividend payments
     until the fiscal year in which they are issued. With the consent of the Su-
     pervisory Board, the Management Board of the Company is authorized
     to stipulate the further details of the conditional capital increase. The
     Supervisory Board is authorized to amend the wording of the Articles of
     Incorporation in accordance with the scope of the capital increase from
     conditional capital.
-6-

(4)   The Management Board is authorized, with the consent of the Supervi-
      sory Board, to increase the company’s share capital by a total of up to
      €22,500,000.00 (Authorized Capital 2013/I) through the issuance of new
      bearer shares in exchange for cash or in-kind capital contributions on
      one or more occasions in the time until May 16, 2018.
      In the case of share issues in exchange for in-kind capital contributions,
      the Management Board is authorized, with the consent of the Superviso-
      ry Board, to exclude the subscription right of shareholders. If the capital
      is increased in exchange for cash capital contributions, the shareholders
      shall be granted a subscription right, as a general rule.
      However, the Management Board is authorized, with the consent of the
      Supervisory Board, to exclude fractional amounts from the subscription
      right of shareholders.
      In case of a capital increase in exchange for cash capital contributions,
      the Management Board is further authorized, with the consent of the
      Supervisory Board, to exclude the subscription right of shareholders if
      the issue price of the new shares is not significantly less than the stock
      exchange price; however, this authorization is subject to the condition
      that the shares issued under exclusion of subscription rights by virtue or
      by analogous application of Section 186 (3) (4) AktG do not exceed in
      total 10% of the share capital, either at the time when the authorization
      takes effect or at the time when it is exercised.
      The sale of treasury shares shall be applied to this limit of 10% if such
      sale is conducted under exclusion of subscription rights by virtue of an
      authorization in effect at the time when this authorization or an authori-
      zation granted in lieu of the former takes effect, in accordance with Sec-
      tion 71 (1) (8) AktG in conjunction with Section 186 (3) (4) AktG.
      Also applied to this limit of 10% of share capital shall be the shares is-
      sued or to be issued for the purpose of settling bonds with conversion
      and/or option rights, provided that the bonds were issued under exclu-
      sion of subscription rights by virtue of an authorization in effect at the
      time when this authorization or an authorization granted in lieu of the
-7-

      former takes effect, by analogous application of Section 186 (3) (4)
      AktG.
      The Management Board is authorized, with the consent of the Supervi-
      sory Board, to determine the further particulars of the share rights and
      the issue terms and conditions.

                                        §5
                                      Shares

(1)   The capital stock is subdivided into 90,976,275 no-par value shares with
      no nominal amount. The shares are bearer stock.

(2)   The share certificates are to be endorsed with the signatures of two
      members of the Management Board and by the Chairman or Deputy
      Chairman of the Supervisory Board by means of facsimile reproduction.

(3)   The Company is authorized to issue share certificates for several shares
      (multiple share certificate). The shareholders’ right to have a single or
      multiple share certificate is excluded.

(4)   If the capital stock is increased, the profit participation of the new shares
      may be determined in derogation from Section 60 AktG.
-8-

                       III. Constitution and Administration

                           A. The Management Board

                                    §6
                        Composition and Appointment

(1)    The Management Board comprises two or more members. In all other
       respects the number of members of the Management Board shall be de-
       termined by the Supervisory Board.

(2)    The Supervisory Board may nominate a Spokesman for the Manage-
       ment Board and a Deputy Spokesman.

(3)    Substitute members of the Management Board may be appointed.

                                       §7
                                  Management

 (1)    The Management Board shall conduct the business of the Company in
        accordance with statute, the Articles of Incorporation and Rules of Pro-
        cedure adopted by the Supervisory Board.

 (2)    The Management Board requires the consent of the Supervisory Board
        prior to conducting the legal transactions and acts set forth in § 12 (2)
        of the Articles of Incorporation.
-9-

                                        §8
                                 Representation

(1) The Company shall be legally represented either by two members of the
      Management Board or by one member of the Management Board acting
      jointly with an executive holding power of commercial representation un-
      der German law (Prokurist).

(2)   Substitute members of the Management Board shall be deemed equiva-
      lent to full members as far as the power of representation is concerned.

                            B. The Supervisory Board

                                        §9
                         Composition, Term of Office

(1)   The Supervisory Board comprises six members. The members of the
      Supervisory Board shall be elected by the shareholders save as other-
      wise determined by statute as mandatory.

(2)   The term of office of the Supervisory Board members shall expire at the
      close of the General Meeting which resolves on the ratification of actions
      in respect of the fourth fiscal year after the beginning of the term of of-
      fice, unless a shorter term of office is determined in individual cases.
      This calculation shall not count the fiscal year in which the term of office
      begins.
- 10 -

(3)   At the elections of the shareholders’ representatives as Supervisory
      Board members and as any substitute Supervisory Board members, the
      person presiding over the General Meeting is entitled to hold a ballot on
      a list of proposals submitted by the management or the shareholders. If
      substitute members are elected in a list, they shall replace the share-
      holders’ Supervisory Board members withdrawing prematurely in the or-
      der of their nomination, save as otherwise resolved during the election.

(4)   Each member of the Supervisory Board may resign from office by sub-
      mitting a written declaration to the Management Board giving one
      month’s notice; good cause is not required for such resignation.

(5)   If a Supervisory Board member has been elected in lieu of a member
      withdrawing prematurely, his office shall be for the remaining term of of-
      fice of the member withdrawing. If a substitute member replaces the
      member withdrawing, his term of office shall expire at the close of the
      General Meeting if an election to replace the withdrawing member is
      held at the next General Meeting or at the next General Meeting but one
      following the event giving rise to substitution. Otherwise the term of of-
      fice of the substitute member shall expire upon expiration of the remain-
      ing term of office of the withdrawing member.

                                       § 10
        Chairman and Deputy Chairman of the Supervisory Board

(1)   The Supervisory Board shall elect a Chairman and a Deputy Chairman
      from its members. The election shall be held at a meeting presided over
      by the oldest member (by age) of the Supervisory Board immediately fol-
      lowing the General Meeting at which all of the members to be elected by
- 11 -

      the General Meeting have been newly elected. No special invitation is
      required to attend this meeting.

(2)   If the Chairman or Deputy Chairman should resign from office before
      expiration of his term of office, the Supervisory Board shall hold a new
      election for the remaining period of office of the withdrawing Chairman
      or Deputy Chairman without delay.

                                         § 11
               Rules of Procedure of the Supervisory Board

(1)   The Supervisory Board may adopt Rules of Procedure for the Supervi-
      sory Board.

(2)   Insofar as admissible pursuant to statute and the Articles of Incorpora-
      tion, the Supervisory Board is authorized to transfer duties incumbent
      upon it to the Chairman or other members or to one or several commit-
      tees comprising members of the Supervisory Board.

(3)   Statements by the Supervisory Board and its committees shall be made
      by the Chairman or Deputy Chairman of the Supervisory Board on be-
      half of the Supervisory Board.
- 12 -

                                        § 12
                       Authority of the Supervisory Board

(1)   The Supervisory Board is authorized to make amendments to the Arti-
      cles of Incorporation which affect the wording only.

(2)   In addition to those cases stipulated by statute or the Articles of Incorpo-
      ration, the approval of the Supervisory Board is required before the
      Management Board may conduct the following legal transactions or
      acts:

      a)      Setting up or dissolving branch operations and acquiring or selling
              equity investments, also before entering into affiliation agreements;

      b)      Granting and revoking power of commercial representation under
              German law (Prokura) as well as full power of attorney;

      c)      All types of transactions with respect to which the Supervisory
              Board has reserved its approval pursuant to the Rules of Proce-
              dure adopted by the Supervisory Board for the members of the
              Management Board.

(3)   In all other respects the Supervisory Board has all those duties and the
      authority stipulated by statute and these Articles of Incorporation.

                                        § 13
           Meetings of the Supervisory Board, Adopting Resolutions

(1)   Meetings of the Supervisory Board shall be convoked by the Chairman
      of the Supervisory Board, or, if he should be prevented from so doing,
      by the Deputy Chairman, as often as required by statute and business.
- 13 -

(2)   The Supervisory Board constitutes a quorum when the members have
      been invited to attend by means of an invitation sent to their last provid-
      ed address in writing or by telex and if at least half of the total number of
      members participate in the resolution either personally or by means of a
      written vote. The Chairman of the Supervisory Board shall preside over
      meetings, or, if he should be prevented from so doing, the Deputy
      Chairman. The chairman of the meeting shall determine the type of bal-
      lot.

(3)   Resolutions of the Supervisory Board shall regularly be adopted at
      meetings which may be convoked either in writing or by telex.

(4)   A resolution without a meeting being convoked, by means of a ballot
      cast in writing, by telegram or telephone or by transmission by means of
      telex, telefax or similar media is admissible provided that the Chairman
      or Deputy Chairman of the Supervisory Board so rules and that such
      procedure is not contested by any member of the Supervisory Board.

(5)   Resolutions shall be adopted by simple majority of the votes cast by the
      members of the Supervisory Board participating in the resolution, save
      as statute otherwise determines as mandatory. This shall also apply to
      elections in the Supervisory Board. In the event of a parity of votes, the
      Chairman of the Supervisory Board shall have the deciding vote, or, if he
      should be prevented from voting, the Deputy Chairman. Abstentions are
      not counted as votes cast.

(6)   Minutes shall be taken of the meetings and resolutions of the Superviso-
      ry Board which shall be signed by the chairman of the meeting. The
      minutes shall indicate the place and date of the meeting, the persons in
      attendance, the business on the agenda, the material contents of the
      proceedings and the resolutions adopted by the Supervisory Board.
- 14 -

      Resolutions which are adopted in accordance with para (4) above shall
      be recorded by the Chairman or Deputy Chairman and signed.

                                       § 14
                  Remuneration of the Supervisory Board

(1)   Supervisory Board members shall receive an annual base salary of
      €10,000.00, payable at the close of the financial year. The Supervisory
      Board Chairman shall receive twice that amount, the Vice Chairman one
      and a half times that amount.

(2)   For their activity on the Supervisory Board committees, Supervisory
      Board members shall additionally receive the following amounts:

      a) The Chairman of the Risk and Audit Committee shall receive EUR
         10,000.00 and each other member of the Risk and Audit Committee
         shall receive EUR 5,000.00;

      b) The Chairman of the Executive and Nomination Committee shall re-
         ceive EUR 3,000.00 and each other member of the Executive and
         Nomination Committee shall receive EUR 1,500.00;

      c) The Chairman of the Compensation Control Committee shall receive
         EUR 2,000.00 and each other member of the Compensation Control
         Committee shall receive EUR 1,000.00.

(3)   In case of changes to the Supervisory Board and/or its committees, the
      compensation shall be paid pro rata temporis, rounded up to full months.
- 15 -

(4)   Supervisory Board members may be covered by any civil liability insur-
      ance for directors and officers maintained by the Company in the interest
      of the Company. The Company shall pay the premiums for covering the
      members of its Supervisory Board.

(5)   The Company shall reimburse each Supervisory Board member for his
      or her expenses and for the value-added tax payable on his or her com-
      pensation.

                             C. The General Meeting

                                      § 15
                Place and Convocation of General Meetings

(1)   The General Meeting shall be conducted at the registered office of the
      Company or at the registered office of a German stock exchange.

(2)   The meeting shall be convoked by the Management Board or the Su-
      pervisory Board.

(3)   The General Meeting shall be convened at least 30 days prior to the
      meeting date, not counting the date of convocation and the date of the
      General Meeting. The meeting notice period shall be extended by the
      number of days in the registration period according to § 16 (1) of the Ar-
      ticles of Incorporation.

(4)   Transmission of notices within the meaning of Section 125 (1) AktG to
      shareholders pursuant to Sections 125 (2) and 128 (1) AktG is limited to
      means of electronic communication. The Management Board is author-
      ized, but not obligated, to also send notices in paper form or to prescribe
      a different or additional means of transmitting these notices.
- 16 -

                                       § 16
                     Participation at the General Meeting
                         and Exercising the Voting Right

(1)   Only those shareholders whose registration and proof of shareholdings
      will have been received at the address indicated in the convocation at
      least six days prior to the General Meeting shall be eligible to participate
      in the General Meeting and exercise their voting rights. The Manage-
      ment Board shall be authorized to set a shorter time period in the invita-
      tion to the General Meeting. To the extent not otherwise provided by law
      and announced by the Management Board in the invitation to the Gen-
      eral Meeting, registration must be effected in text form and must be
      composed in the German or English language.

(2)   The proof of shareholdings shall be provided by means of a confirmation
      composed in text form in the German or English languages by the de-
      positary institution or an entity indicated in the convocation. The proof
      must refer to the start of the 21st day prior to the General Meeting. The
      Management Board shall be authorized to set a shorter time period in
      the convocation.

(3)   The details concerning registration and presentation of proof of share-
      holdings and the issue of entrance tickets are to be published together
      with the convocation.

(4)   Voting rights may be exercised by authorized representatives. The
      granting and revocation of the power of attorney and the proof of author-
      ization to the Company must be effected in text form. The details con-
      cerning the granting and revocation of powers of attorney and the proof
      of authorization to the Company shall be announced along with the con-
      vocation of the General Meeting, in which a simplified option may also
- 17 -

      be allowed. Section 135 of the Stock Corporations Act remains unaf-
      fected.

(5)   The Management Board shall be authorized to allow the complete or
      partial video and/or audio transmittal of the General Meeting in a form to
      be defined more precisely by the Management Board. The transmittal
      may also be effected in a form to which the public has unrestricted ac-
      cess.

(6)   The Management Board shall be authorized to stipulate that sharehold-
      ers can participate in the General Meeting even without being physically
      present at the meeting and without having appointed an authorized rep-
      resentative and can exercise all or some of their rights completely or
      partially by means of electronic communications (online participation).
      The Management Board shall also be authorized to make determina-
      tions concerning the extent and procedure of participation and the exer-
      cise of rights according to Sentence 1. Such determinations shall be an-
      nounced along with the convocation of the General Meeting.

(7)   The Management Board shall be authorized to stipulate that sharehold-
      ers can cast their votes in writing without being physically present at the
      General Meeting or participating by means of electronic communications
      (absentee ballot). The Management Board shall be authorized to make
      determinations concerning the extent and procedure of participation and
      the exercise of rights according to Sentence 1. Such determinations
      shall be announced along with the convocation of the Annual General
      Meeting.
- 18 -

                                        § 17
                                   Voting Right

Each share of no-par value shall be entitled to one vote.

                                        § 18
                      Presiding over the General Meeting

(1)   The Chairman of the Supervisory Board shall preside over the General
      Meeting, or, if he should be prevented from so doing, the Deputy Chair-
      man. If the Deputy Chairman is also prevented from presiding over the
      meeting, the members of the Supervisory Board present representing
      the shareholders shall elect from their membership a member to preside
      over the meeting.

(2)   The chairman shall conduct the proceedings. He shall determine the
      order in which the business on the agenda is dealt with.

(3)   The chairman of the meeting may reasonably limit the time shareholders
      are permitted to ask questions and speak, and may stipulate further de-
      tails in this regard. In particular, he is authorized at the start of or during
      the General Meeting to determine a reasonable timeframe for the course
      of the entire General Meeting, for individual agenda items, or for an indi-
      vidual speaker.

                                        § 19
                              Adopting Resolutions

(1)   The resolutions of the General Meeting shall be adopted by simple ma-
      jority of the votes cast, unless statute or these Articles of Incorporation
- 19 -

       determine that a greater majority or other requirements are mandatory.
       Abstentions shall not be deemed to constitute votes cast.

(2)    If, according to statute, a majority of the capital stock represented at the
       resolution is required, then the simple majority of the capital represented
       at the resolution shall suffice, insofar as admissible by statute.

(3)    The chairman shall determine the type and form the ballot shall take.
       The result of the ballot shall be determined by assessing the “yes” and
       “no” votes. The chairman shall also determine the type of such assess-
       ment, which may also be effected by deducting the “yes” or “no” votes
       and the abstentions from the total number of votes attributable to those
       eligible to vote.

(4)    If the first ballot of an election does not produce a majority for one can-
       didate, a second ballot shall be held between the two candidates obtain-
       ing the highest number of votes at the first ballot. In case of a parity of
       votes during the second ballot the decision shall be made by drawing
       lots.

      IV. Fiscal Year, Annual Financial Statements, Management Report and
                     Appropriation of the Net Profit for the year

                                        § 20
                                    Fiscal Year

The fiscal year is the calendar year.
- 20 -

                                        § 21
  Annual Financial Statements, Management Report, Ratification of the
           Actions of the Management Board and Supervisory Board,
                     Appropriation of the Annual Net Profit

(1)   The Management Board shall prepare the annual financial statements
      (balance sheet, income statement, notes) and the management report
      for the preceding fiscal year during the first three months of each fiscal
      year and submit them to the auditors. These documents shall be submit-
      ted to the Supervisory Board immediately upon receipt of the audit re-
      port together with the audit report and the proposal for the appropriation
      of net profits for the year.

(2)   If the Management Board and the Supervisory Board approve the annu-
      al financial statements, they may effect transfers from the net profit for
      the year to other profit reserves pursuant to the first sentence of Section
      58 (2) AktG.

(3)   The General Meeting shall resolve annually, in the first eight months of
      the fiscal year, on the appropriation of the annual net profit, the ratifica-
      tion of the actions of the Management Board and Supervisory Board, the
      appointment of the auditor and, in those cases provided for by statute,
      on the approval of the annual financial statements, following receipt of
      the report to be submitted by the Supervisory Board pursuant to Section
      171 (2) AktG.
- 21 -

                              V. Final Provision

                                     § 22

The foundation expenses (notary public fees, court fees, other fees for attor-
neys and accountants) of the transformation shall be borne by the Company
up to an amount of DM 60,000.
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