MINISTRY OF FOREIGN AFFAIRS AND EUROPEAN INTEGRATION CROATIAN PARLIAMENT

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1 CROATIAN PARLIAMENT 3136 Pursuant to Article 88 of the Constitution of the Republic of Croatia, I hereby issue the DECISION PROMULGATING THE ACT ON AMENDMENTS TO THE COMPANIES ACT I hereby promulgate the Act on Amendments to the Companies Act, enacted by the Croatian Parliament at its session of 3 October Class /07-01/1331 Reg. no / Zagreb, 10 October 2007 The President of the Republic of Croatia Stjepan Mesić, m.p. ACT ON AMENDMENTS TO THE COMPANIES ACT Article 1 In the Companies Act (Official Gazette 111/93, 34/99, 52/00 and 118/03) in Article 2, paragraph 3 the word and between the words General partnerships and limited partnerships is replaced with a comma and the words and economic interest groupings is added after the words limited partnerships ; the comma after the words limited liability companies is replaced with the word and and the words and economic interest groupings are deleted. Article 2 In Article 3, after paragraph 7, the paragraph number (9) is replaced with paragraph number (8). Article 3 In Article 8, paragraph 3, item 1, after the word seat, the words and business activities are added. Item 2 is amended to read: 2. name, or names, tax number and residence of the persons authorized to represent the founders in the branch.

2 Article 4 In Article 20, paragraph 1, the full stop is deleted, a comma added, followed by the words and Arabic numerals may also be used. Article 5 In Article 21, paragraph 4, a sentence is added at the end which reads: The same shall apply to the content of the company s webpages. In paragraph 5, after the words letters, and the words and webpages are added. Item 3 is amended to read: 3. the surnames and at least one name of the management board members, and, for joint stock companies, of the executive director and chairman of the supervisory board or management board. Article 6 In Article 40, paragraph 1, after the words management board, a comma and the following words are added or the executive director,. In paragraph 2, after the number 260, the words Article 272.d, are added. In paragraph 4, after the number 260, the words Article 272.d, are added. Article 7 In Article 62, paragraph 4, after the words supervisory, a comma and the words or management are added. Article 8 In Article 64, the words A court registration are replaced with the word Entry. Article 9 In Article 82, the word forbid is replaced by the word revoke the authority of. Article 10 In Article 86, the number (1) is added before the initial word The. Paragraph 2 is added which reads:: (2) Companies in which no member is a natural person are obliged to submit an annual financial report together with the company standing report, without delay after the acceptance of the same by the company members, and upon completion of the audit of the annual financial report as prescribed by law or other company agreement, the auditor s report shall be submitted to the court register for the purpose of entry and announcement of that entry. Article 11 In Article 93, the word forbid is replaced by the words revoke authority of. Article 12

3 After Article 138, Article 138a and the title preceding it are added and read: Submission of the company reports to the court register Article 138a The provisions of Article 86, paragraph 2 of this Act are applied mutatis mutandis to limited partners in which none of the partners is a natural person. Article 13 In the title preceding Article 165, the words bearer shares or are deleted. In Article 165, paragraph 1, the words bearer shares or are deleted. In paragraph 2, the first sentence is deleted. The second sentence begins with the words If the share is issued prior to payment of the full amount for which it is issued, and the word The is written with a small case letter. Paragraph 3 is deleted. Article 14 In Article 170, paragraph 1, item 2, the words kind and are deleted. In item 4, after the words made out the comma is replaced by a semicolon and the words or the indication that it is a bearer share are deleted. Article 15 In Article 172, paragraph 2, item 4, the words or bearer shares are deleted. In item 10, the words type and are deleted. Article 16 In Article 173, paragraph 3, item 5, the words shares have been issued as registered or as bearer shares are replaced with the words shares have been issued. Paragraph 3, item 6 is altered to read 6. whether the company has a management and supervisory board or a management board and, respectively, the number of members of the management and supervisory boards, or the management board and executive directors;. Article 17 In Article 178, paragraph 2, the comma after the words are issued and the words an indication as to whether they are registered or bearer shares are deleted. Article 18 In Article 180, paragraph 4, the full stop is replaced by a comma and the words or the executive directors. are added. Article 19

4 In Article 181, paragraph 2, item 4, the following words are added at the end or the executive directors or management board. In item 5, after the word board, a comma and the words or the executive director or member of the management board, are added. Article 20 In Article 182, paragraph 1, after the word board, a comma and the words or the executive directors or members of the management board, are added. In paragraph 2, item 1, after the word board, a comma and the words or the executive director or member of the management board, are added. In item 2, the words or the executive director or member of the management board, are added at the end. In item 3, after the word board, a comma and the words or the executive director or member of the management board, are added. Article 21 In Article 183, paragraph 1, after the word board, a comma and the words or the executive directors or members of the management board, are added. In paragraph 3, the spelling of a Croatian word is corrected, with no relevance to the English translation. Article 22 In Article 186, the full stop is replaced by a comma and the words or all executive directors and members of the management board. Article 23 In Article 187, paragraph 1, item 4, after the word board, a comma and words or executive directors, are added. In item 5, after the word boards, a comma and the words or executive directors and members of the management board, are added. In paragraph 2, item 5, the following words are added at the end or executive directors and members of the management board. Article 24 In Article 188, paragraph 2, in the first sentence, after the word boards, a comma and the words or executive directors and members of the management board, are added. In paragraph 3, item 2, the words contain provisions restricting or diminishing creditors rights are replaced by the words contain contrary provisions that exclusively or predominantly serve to protect the company creditors or are otherwise passed in the public interest. Article 25 In Article 189, item 6, after the words board, a comma and the words or executive directors and members of the management boards are added.

5 Article 26 Article 190, paragraph 1, item 3 is amended to read: 3. full name or firm name, domicile or seat or, if the founder is a natural person, his tax number; In paragraph 2, after the word boards, a comma and the words or executive directors and members of the management board, are added. Article 27 In Article 191, paragraph 1, in the second sentence, after the word management, a comma and the words or executive directors are added and the Croatian word translated as shall is replaced by its plural form with no relevance to the English translation. Article 28 In the title preceding Article 193, a comma and the words or executive directors and members of the management board are added. Article 29 In Article 194a, paragraph 6, the word price is replaced by the word fee. Article 30 In Article 196, paragraph 1, throughout item 3, after the words number and quantity, the comma and word type are deleted. In item 5, after the word seat the words and tax number for natural persons are added. In item 8, the words commercial register are replaced by the words court register. Article 31 In Article 198, paragraph 2, item 1, after the word number, the comma and the word type are deleted. Article 32 In Article 201, paragraph 3, in the first sentence, the words of a certain type or are replaced with the words and which. Article 33 In Article 202, in the first sentence, after the word management, a comma and the words or the executive directors and the Croatian word translated as shall is replaced by its plural form with no relevance to the English translation. Article 34 In Article 203, paragraph 2, the words of a particular type or are replaced by the word or a certain.

6 Article 35 In Article 208, paragraph 1, the misspelling of the Croatian word translated as vote is corrected, with no relevance to the English translation. Article 36 In the title preceding Article 222, the words and capital reserves are added. In Article 222, paragraph 1, the words capital of the profits are replaced by the words capital reserves (bound reserves). After paragraph 1, a new paragraph 2 is added which reads:: (2) The company shall contribute the following into capital reserves 1. the share of the paid amounts for which shares are issued exceeding the nominal amount of the share and, for shares issued without a nominal amount, that amount exceeding the book value of the base capital relating to shares; 2. the share of the amount paid by the company for the acquisition of exchangeable bonds or bonds with a share purchase option exceeding the nominal amount of the issued bonds; 3. the amount by which the base capital is simply reduced in order to contribute funds into capital reserves. In former paragraph 2, which becomes paragraph 3, after the words Statutory reserves, the words and capital reserves are added. In former paragraph 3, which becomes paragraph 4, after the word reserves the words and capital reserves are added and after the words Statutory reserves, the words and capital reserves are added. Article 37 After Article 222, a new Article 222a and the preceding title are added and read: Reserves on own shares, statutory and other reserves Article 222a (1) Only amounts stemming from net profits of the fiscal year or transferred profits from previous years may be contributed to reserves from profit. (2) If a company acquired its own shares during the fiscal year, for that year, it must contribute the amount corresponding to the amount paid for acquisition of the own shares into reserves for those shares. In the reserves for own shares, the amount entered must correspond to the amount shown for those shares in the assets side of the balance sheet. Amounts for statutory reserves may also be entered, if so determined under the articles of association that they may be used for such purpose, as may amounts from other reserves and profits exceeding the amounts of transferred loss that could not be covered from the net profits of the fiscal year. Reserves for own shares may be repealed only if those shares are alienated or withdrawn or are reduced by the amount by which they exceed the lower value recorded for own shares in the assets of the balance sheet. (3) If the articles of association entitle the company to have statutory reserves, the articles of association must lay down 1. the level of those reserves in absolute amounts or the share of share capital or total own capital of the company; 2. share of the amount of net profits, reduced by the amount used to cover transferred losses,

7 the amount contributed into statutory reserves and the amount contributed to reserves of own shares if the company is entitled to such which, in a given fiscal year, are intended for the creation of statutory reserves; 3. the intent for which such reserves may be used. (4) Statutory reserves may be used only for the purposes laid down in the articles of association. (5) The company may use other reserves for any other purpose if not used for the purpose listed in paragraph 2 herein, unless otherwise laid down by the articles of association. Article 38 In Article 223, a new paragraph 4 is added which reads: (4) If the general meeting does not pass a decision on the use of profits, on the date shareholders acquire the claim for payment of dividends determined by that decision, which may not be more than 30 days after the date of passing the decision, the shareholders shall acquire the right to claim payment of the dividends upon expiry of the date of conclusion of the general meeting at which the decision was passed. Upon acquisition on the part of the shareholders, claims for payment of dividends shall be separated from shares with the realization of the acquired rights. In the decision on the payment of dividends, a date for maturity of such claims may be determined, which may not be more than 30 days from the date of acquisition of such claims by shareholders. If the date of maturity for claims is not determined at the general meeting, such claims shall mature upon expiry of 30 days from the date of their acquisition. Article 39 In Article 226, paragraph 1, the words Registered shares shall be entered are replaced by the words Shares shall be entered. In paragraph 2, the words having a registered share are deleted. In paragraph 3, in the first sentence, the word registered and in the second sentence, the word registered are deleted. Article 40 In the title preceding Article 227, the word registered is deleted. In Article 227, paragraph 1, the word Registered is deleted and the word shares is written with a capital letter. Article 41 In Article 230, paragraph 3, in the third sentence, the word registered is deleted. Article 42 Article 233 is amended to read: (1) The company can acquire its own shares pursuant to the authority for their acquisition of the general meeting, which shall be valid for a maximum of 18 months and which determines the conditions under which they may be acquired and, in particular, the largest number of shares that may be acquired, the time period for which the authorization for the acquisition of shares is given and, if the shares are acquired through payment, the maximum and minimum

8 value which the company may pay. The company may not acquire its own shares for the purpose of their trading. Upon each acquisition of shares, the management board must establish whether the conditions prescribed under this Act have been met. (2) Upon acquiring the shares from paragraph 1 of this Article and their handling, the provisions of Article 211 of this Act shall apply. These provisions shall be considered applied if the shares are acquired, or if they are handled, on the organized securities market. For other handling of the shares, a decision of the general meeting to such effect shall be required. Upon acquiring shares, the provisions of Article 308, paragraphs 3 and 4 of this Act shall apply, mutatis mutandis. The general meeting may give the management board authority to revoke the own shares, without the need for a special decision to that effect. (3) The company may acquire its own shares without the need to receive authorization from the general meeting 1. if this is necessary for the company to avoid serious hardship in the immediate future; 2. if the shares are to be offered for acquisition by employees of the company or of an affiliated company, such that within the deadline of one year of the date of acquisition, those shares much be transferred to those persons; 3. if shares are acquired to compensate company shareholders or minority shareholders of the dependent companies, according to the provisions of this Act; 4. if the acquisition is not for payment or if through the acquisition a financial institution purchases the shares on commission;, 5. if the shares are acquired from shareholders for the reason that the amount for which they were issued was not paid in full; 6. pursuant to the universal law of inheritance; 7. pursuant to the decision of the general meeting on the revocation of shares based on provisions to reduce the share capital; 8. competition imposed by the court for the purpose of settling a claim towards a shareholder. (4) Shares acquired in the manner prescribed in paragraph 1 of this Article, and for the purpose listed in paragraph 3, items 1 to 3, 5 and 8 of this Article, together with the own shares already in the company s possession may not account for more than ten percent (10%) of the share capital of the company. Further, such an acquisition is only permitted if the company creates the prescribed reserves for those shares such that the net company assets as listed in the financial reports for the last fiscal year does not, due to the acquisition of shares, become less than the amount of the share capital and reserves which it must possess by law or by the articles of association, and which may not be used to pay out shareholders. For that purpose, the amount of the share capital must be calculated and reduced by the amount in which that capital is not yet paid if that amount is not listed in the assets of the balance sheet. In the cases outlined in paragraph 1 of this Article and paragraph 3, items 1, 2, 4 and 8, the acquisition of shares is permitted only is they are paid in the full amount for which they are issued. (5) In the cases outlined in paragraph 1 and paragraph 3, item 1 of this Article, the management board must inform the following general meeting of the reasons for and purpose of the acquisition of the shares, their number and share in the share capital and the countervalue of what the company gave for those shares. (6) The acquisition of shares contrary to the provisions of paragraphs 1 and 3 of this Article is valid and the compulsory legal business on the transfer of shares shall be null and void. Article 43

9 In Article 234, paragraph 1, the grammatical structure of the first sentence is changed in the Croatian version, with no relevance to the English translation. In the third sentence, the words reducing its share capital, or statutory reserves or reserves established by the articles of association, not to be used for payments to shareholders are replaced by the words reducing the net assets beneath the level prescribed in Article 233, paragraph 4 of this Act. In paragraph 2, the words paragraphs 1 and 2 are replaced by the words paragraphs 1, 3 and 4. After paragraph 2, new paragraphs 3 and 4 are added and read: (3) When the company is permitted to provide someone with an advance payment, loan or insurance for the acquisition of own shares, including during the increase of the share capital, the company may do so under the following circumstances 1. the shares must be acquired under fair market conditions, particularly in the sense of what the company receives for that, including interest on the date of the loan, insurance given for the payment of the loan and return of the advance payment, such that the credit rating of the third person(s) participating in the deal must be verified in advance, and for which the company shall be held accountable; 2. in order to close the deal, the management board must obtain the prior approval of the general meeting by means of a decision arising from a majority vote comprising a minimum of two-thirds of the share capital represented at the general meeting at which the decision is being made. Prior to making its decision, a written report is submitted to the general meeting listing the reasons for entering into such a deal, the company s interest in the deal, the conditions under which the deal is to be entered into, the risks involved for the company, with respect to its liquidity and solvency and the price by which the third person is to acquire the shares. The report must also be submitted to the registry court for announcement that it was submitted to the court, and on which date; 3. the amount of financial support given to the third person(s) must not, at any time, result in a decrease of the company s net assets to a level beneath that listed in Article 233, paragraph 4 of this Act, bearing in mind reductions of net assets arising from previous acquisitions of the company s own shares, either directly or through other persons. In the balance sheet, the company must list the reserves that cannot be used to pay shareholders among the liabilities, in the total amount and in the prescribed manner for the financial assistance provided to third persons. (4) The legal business from paragraph 1 of this Article, which assists members of the management board, or executive directors and members of the supervisory or management board of the company, to acquire the company s shares, even during increases in share capital, or the company is considered to be a controlling company over the company whose shares are the subject of interest, or if this is carried out by a third person on their behalf or for their account is null and void if it is not in the best interests of the company. Article 44 In Article 236, paragraph 1, the words paragraph 1 and 2 are replaced by the words paragraphs 1, 3 and 4. In paragraph 2, after the words paragraph 1, a comma and the words 3 and 4 are added. Article 45 In Article 237, in the first sentence, the words items 1 to 5 and item 7 and paragraph 2 are replaced by the words and 3, items 1 to 6 and 8 and paragraph 4. In the third sentence, the

10 words 233, paragraph 2 are replaced with the words 233, paragraph 4. In the fourth sentence, the words paragraph 3 are replaced by the words paragraph 5. Article 46 In Article 238, paragraph 1, in the first sentence, the number 2 is replaced by the number 3. In the second sentence, after the word amount, the words of the share capital are added, and the number 2 is replaced by the number 4. Article 47 In Article 239, paragraph 2, item 1, the words causing bankruptcy, violation of accounting regulations, inflicting damage to creditors, preferential treatment of creditors, abuse of position in the procedure of compulsory settlement or bankruptcy, unauthorized disclosure or procurement of business or trade secrets or fraud are replaced by the words abuse of bankruptcy, abuse of the bankruptcy procedure, inflicting damage to creditors or violations of accounting obligations. Article 48 In Article 241, paragraph 5, the number 49 is replaced by the number 41. Article 49 In Article 244, paragraph 1, after the first sentence, a new sentence is added which reads: Unless the decision on appointment states differently, the mandate of the chairman and members of the management board shall begin upon the date of the decision of appointment, regardless of the entry into the court register. Article 50 Article 244a is amended to read: (1) The chairman or member of the management board may submit his or her resignation regardless of the request for compensation of damages that the company may have towards them stemming from the contract entered into with the company. A decision of the supervisory board is not required for termination of membership in the management board. Unless otherwise stated in the resignation, and if there is sound reason, it shall become effective on the date submitted to the company or, contrarily, upon expiry of 14 days from that date. (2) The resignation from paragraph 1 of this Article shall be submitted in written form to the supervisory board. The remaining members of the management board must be informed of the resignation immediately. (3) A submitted resignation may only be withdrawn with the consent of the supervisory board. Article 51 Article 250 is amended to read: (1) The management board must inform the supervisory board of 1. business policy and other principle issues regarding the future management of the business,

11 and deviations from previous forecasts, and their reasons; 2. profitability of the company business, particularly the return on equity; 3. the course of business, particularly revenues and the condition of the company; 4. business activities which could have a material impact on the profitability and solvency of the company. (2) For a controlling company in a concern, the report shall also include the companies of the concern. (3) The supervisory board may request the management board to submit reports on other issues of importance to the business and condition of the company. (4) The management board shall submit a report on business policy at least once per year, unless a change of condition or new matters necessitate an immediate report; reports on profitability of the company and on the return on equity at the supervisory board meeting where annual financial statements are discussed; reports on current business activities and on the condition of the company at least once quarterly; reports on business activities which could have a material impact on the profitability and solvency of the company shall be submitted sufficiently early to allow the supervisory board to take a position regarding these issues. (5) Reports shall be made conscientiously and accurately. They must be submitted in a timely fashion and, as a rule, be in writing. (6) The supervisory board may at any time request the management board to provide information on matters related to business activities of the company which either have or reasonably may be expected to have a material impact on the condition of the company. The supervisory board may request the submission of reports on the condition of the company, or legal and business affairs with affiliated companies. Each member of the supervisory board can request the management board to submit the said report to the supervisory board. Should the management board refuse to do so, the member of the supervisory board may repeat the request for the submission if supported by at least one other member of that board. In that case, the management board is obliged to submit the said report. (7) Each member of the supervisory board has the right to review the report. Unless otherwise decided by the supervisory board, each member has the right to receive a written copy of the report, at his or her request. Should the supervisory board conclude so, the report should also be given for review to members of the commissions of the supervisory board, in line with the conclusion. The chairman of the supervisory board is obliged to inform the supervisory board members of the report by the management board no later than the first session held after submission of the report. Article 52 After Article 250, new Articles 250a and 250b and the title preceding them are added and read: Annual report on the condition of the company Article 250a (1) The management board is obliged to submit a report on the condition of the company to the general meeting, once a year. (2) In the annual report on the condition of the company, at least the development and business of the company and the financial condition in which it stands, with a description of the main risks and uncertainties it is exposed to must be correctly listed. This must be a

12 balanced overview and complete analysis of the development and business results and position of the company, in line with the scope and complexity of its operations. The analysis must contain financial indicators and, if necessary, other indicators relating to certain business affairs, including announcements on environmental protection and employees may be given, to the extent necessary to comprehend the development, business results and condition of the company. Where necessary, the analysis must further explain the amounts listed in the annual financial reports. (3) The report must also include and overview of a) all important business events that arose during the fiscal year; b) the expected future development of the company; c) company activities in the area of research and development; d) announcements on the acquisition of own shares; e) the existence of branches of the company; f) information on the use of financial instruments and information important for the judgement of the condition of company assets, its obligations, financial position, gains and losses, financial risk management objectives and policies, including the policy of taking loss protection measures and individual important types of envisaged business with special accounting requirements and the exposure of the company to price risk, credit risk, liquidity risk and cash flow risk. (4) For companies whose shares are traded on the organized securities market, a statement on the application of the corporate governance code from Article 272p of this Act shall form an integral part of the report. (5) The report from paragraph 1 of this Article must be public. Consolidated annual report of the company Article 250b (1) The management of the controlling company with a seat in the Republic of Croatia, and the controlled company with a seat in that country or abroad, must submit a written consolidated report of the company to the general meeting, if one or more of the controlled companies are companies of capital. (2) The consolidated annual report of the company must correctly report at least the development and business results and the financial condition of the companies included in the consolidation, taken as a whole, with a description of the main risks and uncertainties they are exposed to. This must be a balanced overview and complete analysis of the development, business results and financial position of the companies included in the consolidation, taken as a whole, in line with the scope and complexity of their business. The analysis must contain financial indicators and, if necessary, other indicators relating to certain business affairs, including announcements on environmental protection and employees may be given, to the extent necessary to comprehend the development, business results and condition of the company. Where necessary, the analysis must further explain the amounts listed in the consolidated annual financial reports. (3) With respect to those companies, the report must also provide an overview of a) all important business events that arose during the fiscal year; b) the expected future development of the companies, taken as a whole; c) activities of those companies as a whole in the area of research and development; d) the number and nominal amount of shares, if shares are issued without a nominal value the book value of all shares of the controlling company held by itself, by the controlling companies or persons acting on the behalf of or for the account of those companies;

13 e) for all companies included in the consolidation, information on the use of financial instruments and information important for the judgement of the condition of company assets, its obligations, financial position, gains and losses, financial risk management objectives and policies, including the policy of taking loss protection measures and individual important types of envisaged business with special accounting requirements and the exposure of the company to price risk, credit risk, liquidity risk and cash flow risk; f) a description of the main characteristics of internal control of controlling companies and the risk management system in relation to the procedure of preparing and drafting the consolidating the financial reports when the securities of a company are traded on the organized securities market; if the consolidated annual report of the company and the annual report on the condition of the company are submitted jointly, that information must be included in the part of the report including the statement on the application of the corporate governance code. (4) When submitting the consolidated annual report of the company is requested alongside the submission of the annual report on the condition of the company, these two reports can be submitted as a single report. In drafting such a report, the main emphasis should be placed on which is more significant for the companies included in the consolidation, taken as a whole. (5) In respect of the statement of application of the corporate governance code, the provisions of Article 272p of this Act shall apply mutatis mutandis. (6) The report from paragraph 1 of this Article must be public. Article 53 In Article 252, paragraph 1, a second sentence is added which reads: The conduct of a member of the management board is not contrary to the obligation of the manner of handling company affairs if, based on the appropriate information, it is possible to reasonably assume that he or she is acting out of the interests of the company in making corporate decisions. Article 54 In Article 254, paragraph 2, the number 20,000,000 is replaced with the number 80,000,000. Article 55 In Article 255, paragraph 2, item 3, after the words management board, a comma and the words or executive director are added. In item 4, after the words management board, a comma and the words or executive director are added. Article 56 In Article 256, paragraph 3, in the second sentence, the words are registered shares and that such shares are deleted. Article 57 In Article 258, at the end a new sentence is added which reads: Unless otherwise stated in the decision on selection or the statement on appointment, the mandate of the member of the

14 supervisory board shall commence on the date the decision was made, or the statement given, regardless of the entry into the court register. Article 58 In Article 260, in the first and third sentences, after the words share capital of the company, the words or at least 8,000,000 HRK of that capital are added. Article 59 Article 260a is amended to read: (1) The chairman or member of the supervisory board may submit their resignation. No decision by the general meeting is necessary to terminate membership in the supervisory board. (2) A written resignation is submitted to the company and, unless it states otherwise, shall be effective of the date of its submission. The company management board is obliged to immediately inform all members of the supervisory board of the resignation. (3) A submitted resignation may only be withdrawn with the consent of the general meeting. Article 60 In Article 262, paragraph 2, between the words or and selection, the words statement on are added. Article 61 In Article 264, paragraph 2, after the third sentence, a sentence is added which reads: Conduct contrary to the said obligations of the supervisory board shall not mean that the decisions made at the session are without effect. Article 62 In Article 269, paragraph 1, in the fourth sentence, before the word majority, the word regular is added. Article 63 In Article 272, paragraph 1, a first sentence is added which reads: The members of the supervisory board are obliged to act in the interests of the company. Article 64 After Article 272, a new subsection 2a, and new Articles 272a, 272b, 272c, 272d, 272e, 272f, 272g, 272h, 272i, 272j, 272k, 272l, 272m, 272n and 272o, and the title preceding them are added and read: Subsection 2a MANAGEMENT BOARD Selection of the company organization

15 Article 272a The articles of association may determine that the company has a management board in place of a management and supervisory board. Composition of the management board Article 272b (1) The management board consists of at least three members. The articles of association can determine that the management board has more members. Where the law prescribes that a supervisory board must have an employee representative, the same shall apply for an employee representative in the management board. The provision of Article 254 of this Act shall apply mutatis mutandis for determining the number of members of the management board. (2) With respect to the characteristics of persons who may be appointed as members of the management board, the provisions of Article 255, paragraph 2, items 2 to 5 of this Act shall apply mutatis mutandis such that the management board is considered to fall under the bodies of the company listed in that Article. Selection, appointment of members of the management board, duration of the mandate and relations with the company Article 272c (1) The provisions of Article 256 of this Act shall apply mutatis mutandis to the selection and appointment of members of the management board. (2) Members of the management board are selection, or appointed, for the duration determined in the articles of association, to a maximum of six years and may be reselected, or reappointed. The provision of the second sentence of Article 258 of this Act shall apply mutatis mutandis. (3) The provision of Articles 269 to 271 of this Act shall apply mutatis mutandis to remuneration of a member of the management board, contracts entered into with the company and loans granted by the company. Appointment of a member of the management board by the court Article 272d (1) The provisions of Article 257 of this Act shall apply mutatis mutandis to the appointment of members of the management board by the court, such that any member of the management board or shareholder may submit a proposal to the court, while executive directors are obliged to do so. If the management board also consists of an employee representative or such a representative must be included in the board, the employee council may also submit a proposal. (2) Should the management board have fewer members than that envisaged by law or the articles of association for longer than three months, the court shall, at the proposal of one of the persons from the preceding paragraph herein, appoint the board members to the required number. In urgent cases, the court may do so at the proposal of the above persons prior to the

16 expiry of that deadline. (3) The mandate of the member of the management board appointed by the court shall expire with the beginning of the mandate of the member selected or appointed in line with the articles of association, in place of the missing member. (4) The member of the management board appointed by the court has the right to compensation of expenses associated with carrying out the tasks and, if the management board member receives remuneration for his or her work, and also on that remuneration. The court shall determine the amount of compensation and remuneration at the proposal of the member in question. Pursuant to a court decision, seizure may be implemented. Removal of a member of the management board Article 272e The provisions of Articles 259 and 260 of this Act shall apply mutatis mutandis to the removal of members of the management board. Resignation of a member of the management board Article 272f The provisions of Article 260a of this Act shall apply mutatis mutandis to the resignation of members of the management board. Entry of changes in the management board and executive directors of the company and announcement thereof into the court register Article 272g (1) The provisions of Article 262 of this Act shall apply mutatis mutandis to the entry of changes in the management board and announcement thereof in the court register, such that the application for entry and changes announced is submitted by all executive directors and the chairman of the management board. (2) The provisions of Article 245a of this Act shall apply mutatis mutandis to the entry of changes of executive directors of the company, such that the application for entry is submitted by all executive directors and the chairman of the management board. Competences of the management board Article 272h (1) The management board manages the company, sets the foundations for carrying out the business activities, oversees management of company business and represents the company before the executive directors. When the management board represents the company before one of the executive directors, then none of the executive directors may participate in that representation. (2) The management board is obliged to convene the general meeting when necessary for the interests of the company. This decision is made by means of a regular majority vote. The management board may entrust certain tasks relating to the preparation and running of the general meeting to the executive directors.

17 (3) The management board ensures that the company books are properly kept. It is obliged to take measures appropriate for the systematic supervision over the running of the company business, in order to reveal circumstances that could jeopardize the company and its business in time. The provisions of Articles 250a, 250b and 263, paragraph 2 of this Act shall apply mutatis mutandis. (4) The provisions of Article 251 of this Act shall apply mutatis mutandis to the obligations of the management board concerning company losses, insolvency or overindebtedness. (5) The provisions of Article 300a to 300e of this Act shall apply mutatis mutandis to the preparation and approval of annual financial reports, and the obligations listed therein for the company management board shall apply to the executive directors, and what is listed for the supervisory board shall apply for the management board. The articles of association may determine that the general meeting shall approve the financial reports Work of the management board Article 272i (1) The members of the management board select from among themselves a chairman and at least one deputy chairman, in the manner laid down in the articles of association. The chairman and deputy chairman of the management board may not be selected among the executive directors of the company. (2) The management board may adopt rules of procedure for its work. The articles of association may regulate certain issues of the work of the management board, which shall constitute its obligation. (3) The provisions of Article 264, paragraph 2 of this Act shall apply mutatis mutandis to the keeping of the minutes of the session of the management board and to the rights of the members of the management board thereof. (4) The provisions of Article 264, paragraph 3 of this Act shall apply mutatis mutandis to the appointment of commissions of the management board and their authorities. Convening sessions, participations therein and decision-making in the management board Article 272j (1) The provisions of Article 265 of this Act shall apply mutatis mutandis to the convening of sessions of the management board. (2) The provisions of Article 266 of this Act shall apply mutatis mutandis to participation in sessions of the management board. (3) The provisions of Article 267 of this Act shall apply mutatis mutandis to decision-making in the management board. (4) Members of the management board who also act as executive directors in the company shall not participate in decision-making on the appointment and revocation of appointment of executive directors, their liability and relations with the company. Members of the management board who also act as executive directors shall not be considered in the establishment of quorum or majority required for decision-making in those matters. Duty of care and liability of members of the management board Article 272k

18 The provisions of Article 272 of this Act shall apply mutatis mutandis to the duty of care and liability of members of the management board. Executive directors Article 272l (1) The management board appoints one of more executive directors for a mandate, the duration of which is determined in line with the articles of association, but for no longer than six years. If more than one executive director is appointed, one must be appointed the chief executive director. The provision of the second sentence of Article 244, paragraph 1 of this Act shall apply mutatis mutandis. Deputy executive directors may be appointed, and shall be regulated in the same manner as the appointment of deputy members of the management board. Executive directors may be appointed from among the members of the management board, but only such that the majority of members of the management board are not executive directors. The appointment of executive directors must be entered into the court register. If a person who is not a member of the management board is appointed an executive director, he or she must fulfil the criteria laid down in Article 239, paragraph 2 of this Act. The articles of association may prescribe other criteria for persons appointed as executive directors and more specifically regulate the manner of appointment by the management board. (2) The executive directors manage the company business. If more than one executive director is appointed, they are authorized to manage company business exclusively jointly. The articles of association or the rules of procedure on the work of executive directors as passed by the management board may determine a different manner of managing the company business. The authorities granted by law to the management board may not be transferred to the executive directors. The executive directors are obliged to submit an application for entry into the court register and to submit the appropriate supporting documents to the registry court as prescribed in this Act for members of the company management board. (3) The provisions of Article 242 of this Act shall apply mutatis mutandis to the management of business of the company and its affiliated companies by the executive directors, their authorities, obligations and liabilities therein, such that the provisions laid down in this Act for the company management board shall apply. (4) If the prepared annual or periodical financial reports or an assessment by the executive directors reveals that the company has losses more than one-half the amount of the company share capital, they must inform the chairman of the management board thereof without delay. The same applies in the case the company becomes insolvent or overindebted. (5) If the company has more than one executive director, they may adopt rules of procedure for their work, unless the articles of association place such authority under the competence of the management board, or if that organ should adopt it. The articles of association may also regulate certain issues for the executive directors that would otherwise be regulated under the rules of procedure, and these shall be binding. The executive directors shall adopt the rules of procedure only through a unanimous vote. (6) Unless otherwise regulated by the articles of association, the management board may decide at any time to revoke the appointment of an executive director. This shall not impact the contract entered into between the executive directors and the company. (7) Unless otherwise regulated by the articles of association or the rules of procedure, the executive directors are obliged to report to the management board in accordance with the provisions of Article 250 and prepare the reports from Articles 250a and 250b of this Act. (8) The provisions of Articles 244a and 247 through 249 of this Act shall apply mutatis mutandis to the executive directors.

19 (9) The provisions of Articles 252, 273 and 273a of this Act shall apply mutatis mutandis to the duty of care and liability of executive directors. (10) Provisions concerning executive directors shall also apply to their deputies. Representation Article 272m (1) The company is represented by the executive directors, and the provisions of Article 241 and 242 of this Act shall apply mutatis mutandis. (2) The management board represents the company towards the executive directors. Signatures of the executive directors Article 272n The executive directors shall sign on behalf of the company, by which they must list the firm name and the phrase executive director. Appointment of executive directors by the court Article 272o The provisions of Article 245 of this Act shall apply mutatis mutandis to the appointment of executive directors by the court. Article 65 The current Subsection 2a and current Article 272a become Subsection 2b and Article 272p and are amended to read: Subsection 2b APPLICATION OF THE CORPORATE GOVERNANCE CODE Statement on application of the Corporate Governance Code Article 272p (1) The management and supervisory boards, or management board of a company whose shares are traded on stock market are obliged to ensure that, in a special section of the annual report on the condition of the company, the management board lists at least the following a) information on the Corporate Governance Code it is bound by and/or the Corporate Governance Code the company applies voluntarily and/or the practice of corporate governance applied above and beyond that which is required by the regulations, and information as to where the appropriate Corporate Governance Code or the practical corporate governance applied is published; b) whether the company deviates from the Corporate Governance Code as outlined under item a and explanation as to where such deviation occurs and reasons for such deviation; c) description of the basic criteria of implementation of internal supervision in the company and risk management with respect to financial reporting;

20 d) information on significant indirect and direct shareholders in the company, including the direct holding of shares in pyramidal structures and mutual shares, holders of securities with special control rights and a description of those rights, restrictions on the right to vote such as restrictions on the right to vote on a certain percentage or number of shares, time limits for activating the right to vote or cases in which, in co-operation with the company, the financial rights from those securities is separate from holding such securities, rules on appointment and revocation of appointment of the members of the management or management board and amendments to the articles of association, on the authorities of the members of the management or management board, particularly with respect to the authorise to issue shares or to acquire own shares; e) information on the composition and activities of the management and supervisory boards, or management board and their auxiliary bodies. Article 66 Article 273, paragraph 6, item 1 is deleted. The previous items 2 and 3 become items 1 and 2. Article 67 In Article 273a, paragraph 1, in the second sentence, the word only is added after the word may and the words conclusion of are added before the words general meeting. In paragraph 4, in the second sentence, the words set aside are replaced the words set aside or rejected. Article 68 In Article 279, paragraph 1, the word a month is replaced by the words 30 days. In paragraph 2, in the first sentence, the words the depositing of shares by a specified date prior to the general meeting are deleted. In the second sentence, the words the shares must be deposited, i.e. by which are deleted. Paragraph 3 is deleted. Former paragraph 4 becomes paragraph 3. After paragraph 3, a new paragraph 4 is added which reads: (4) The time limits in this Article shall commence as of the date the general meeting is held backwards, such that the day it was to be held is not taken into consideration. If the time limit expires on a non-working day, it shall be considered expired as of the following working day. Article 69 In Article 281, paragraph 1, in the third sentence, the words whose shares are quoted on the stock exchange are replaced by the words whose shares are traded on the organized securities market. Paragraph 2 is amended to read: (2) The foregoing communication shall be made by the management board to shareholders who, after the notification of the convening of the general meeting, have requested to receive such communication. Article 70

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