Articles of Association

Transcription

1 Articles of Association WGZ BANK ARTICLES OF ASSOCIATION

2 2 Contents I. Company Name and Domicile, Purpose and Object, Official Announcements 4 II. Share Capital and Shares, Share Register, Authorized Capital, Retirement of Shares 5 III. Loyalty, Rights of Shareholders 8 IV. Decision-making Bodies of WGZ BANK 9 V. Reserves, Financial Year, Annual Financial Statements 17 Last updated: August 11, 2014

3 3 Articles of Association of WGZ BANK AG Westdeutsche Genossenschafts-Zentralbank This version of the Articles of Association contains formatting and spellings that differ from the version entered in the commercial register.

4 4 Company Name and Domicile, Purpose and Object, Official Announcements I. Company Name and Domicile, Purpose and Object, Official Announcements 1 COMPANY NAME AND DOMICILE (1) The name of the Company is: WGZ BANK AG Westdeutsche Genossenschafts-Zentralbank ( WGZ BANK ). (2) The domicile of WGZ BANK is Düsseldorf, Germany. (3) Offices in Germany are maintained in Düsseldorf, Koblenz, and Munster. 2 PURPOSE AND OBJECT (1) The purpose of WGZ BANK is to promote the business of its shareholders. Shareholders have a duty to support WGZ BANK in the performance of this task. (2) WGZ BANK is the central clearing and banking institution of its shareholders that are local cooperative banks and carries out customary banking transactions of all types, including the acquisition of equity investments. 3 OFFICIAL ANNOUNCEMENTS Unless specified otherwise by law, official announcements by WGZ BANK are made exclusively in the German Federal Gazette.

5 Share Capital and Shares, Share Register, Authorized Capital, Retirement of Shares 5 II. Share Capital and Shares, Share Register, Authorized Capital, Retirement of Shares 4 SHARE CAPITAL AND SHARES (1) The share capital of WGZ BANK is 714,340, (in words: seven hundred and fourteen million, three hundred and forty thousand euros) and it is divided into 7,143,400 (in words: seven million, one hundred and forty three thousand, four hundred) no-par-value shares. (2) The shares are issued in the form of registered shares. There is no right to receive individual share certificates. The Board of Managing Directors decides on the type of certification. (3) Shares are only transferable with the consent of WGZ BANK. The Supervisory Board decides on consent. (4) The Supervisory Board will generally withhold its consent if a transfer would run counter to cooperative values or cooperative principles. 5 SHARE REGISTER (1) The share register is maintained at WGZ BANK. (2) The Board of Managing Directors of WGZ BANK must be notified of share transfers and documentary evidence of transfers must be provided. It must also be notified of changes in legal form and material changes in ownership of shareholders that are corporations and of mergers. (3) Shareholders have the right to inspect the share register of WGZ BANK at any time. 6 AUTHORIZED AND CONTINGENT CAPITAL AUTHORIZED CAPITAL (1) Subject to the approval of the Supervisory Board, the Board of Managing Directors is authorized to increase the share capital of WGZ BANK on one or more occasions in the period to June 24, 2019 by a total of up to 200,000, (in words: two hundred million euros) by issuing new shares in return for capital contributions (authorized capital). (2) Shareholders receive subscription rights as part of the capital increase mentioned in (1) above. Subject to the consent of the Supervisory Board, the Board of Managing Directors is authorized to exclude the subscription rights of shareholders in order to utilize any fractional amounts. The Board of Managing Directors is also authorized to specify the timing, volume, and all other terms of the capital increase, as permitted by law and subject to the approval of the Supervisory Board.

6 6 Share Capital and Shares, Share Register, Authorized Capital, Retirement of Shares (3) The Supervisory Board is authorized to amend the wording of the Articles of Association to reflect the amount by which the Company s capital is increased by issuing authorized capital. CONTINGENT CAPITAL (4) The share capital can be increased by up to 35,717, to meet contingencies by issuing up to 357,170 new, registered no-par-value shares (contingent capital). The contingent capital increase is used to provide registered no-par-value shares (conversion shares) to fulfill the conversion rights and/or conversion obligations of holders of the convertible bonds or other bonds that can be issued by the Company up to June 24, The issuance in return for capital contributions was authorized by a resolution at the Annual General Meeting on June 24, The contingent capital increase is only to be carried out in the event that holders of the aforementioned convertibles or other bonds who have conversion rights or obligations exercise their conversion rights or meet their conversion obligations, and treasury shares held by WGZ BANK are not used to satisfy their requirements. Conversion shares are always issued in a ratio of 110 conversion shares for every bond. generated in prior years, provided a resolution on their appropriation has not yet been adopted. (6) Subject to the consent of the Supervisory Board, the Board of Managing Directors is authorized to specify further details for carrying out a contingent capital increase. (7) The Supervisory Board is authorized to amend the wording of the Articles of Association to reflect each issuance of conversion shares and to make any other associated amendments to the Articles of Association that only affect the wording. The same applies in the event that the authorization to issue convertible bonds or other bonds has not been utilized within the authorization period and in the event that the conditional capital is not utilized before the deadline for meeting conversion obligations. (5) From the beginning of the financial year in which they are issued, conversion shares participate in the profit for the current financial year and in the profits

7 Share Capital and Shares, Share Register, Authorized Capital, Retirement of Shares 7 7 PERMITTED RETIREMENT OF SHARES (1) Shares are permitted to be retired if: a) the shareholder does not despite being requested to do so in writing comply with existing obligations to WGZ BANK as defined by the Articles of Association or by law; b) the shareholder acts contrary to his or her duty of support pursuant to clause 2 (1) sentence 2 or contrary to clause 8 (3) of these Articles of Association or knowingly makes false statements to WGZ BANK; c) the shareholder is over-indebted or insolvent, the shareholder has sworn an affidavit concerning a schedule of his or her assets or insolvency proceedings have been opened on the shareholder s assets, or there has been a refusal to open insolvency proceedings for insufficiency of assets; g) shares are pledged as collateral and any garnishee order is not rescinded within four weeks; or h) the personal circumstances or conduct of the shareholder give rise to any other good cause, including, but not limited to, conduct that may cause serious harm to the Company. (2) The Annual General Meeting decides on the retirement of shares. The shareholder involved must be notified in advance of the opportunity to comment at the Annual General Meeting. (3) The shareholder affected by the retirement must be paid appropriate consideration for the loss of his or her share(s). d) the shareholder is in liquidation; e) the shareholder acquires an interest in another company that pursues the same objectives, or the shareholder comes under the control of another company; f) shares held by the shareholder are transferred to a third party by operation of law;

8 8 Loyalty, Rights of Shareholders III. Loyalty, Rights of Shareholders 8 LOYALTY (1) WGZ BANK is a company in the cooperative tradition. (2) Based on this cooperative tradition, every shareholder has the right: a) to use the facilities of WGZ BANK in accordance with the applicable provisions; b) to take part in the Annual General Meetings of WGZ BANK and to exercise his or her right to vote; c) to participate in the profit for the financial year in accordance with legal provisions. (3) Every shareholder has a duty: a) to comply with the provisions of the Articles of Association and the resolutions adopted by the Annual General Meeting, which are legally binding within the scope of the Articles of Association and the law; b) to safeguard the common interests of the shareholders of WGZ BANK; c) provided the shareholder is a local cooperative bank, to permit the Board of Managing Directors of WGZ BANK or its authorized representatives to attend its shareholders meeting or Annual General Meeting in an advisory capacity.

9 Decision-making Bodies of WGZ BANK 9 IV. Decision-making Bodies of WGZ BANK 9 DECISION-MAKING BODIES OF WGZ BANK (1) The decision-making bodies of WGZ BANK are: a) the Board of Managing Directors; b) the Supervisory Board; c) the Annual General Meeting. (2) Pursuant to clause 28 of these Articles of Association, WGZ BANK also has: d) an Advisory Council, 11 REPRESENTATION (1) The Board of Managing Directors represents WGZ BANK in and out of court. (2) Two members of the Board of Managing Directors, or one member of the Board of Managing Directors together with one senior manager holding commercial power of attorney (Prokurist), can sign on behalf of WGZ BANK and make representations with legally binding effect. The persons signing must add their personal signatures to the company name of WGZ BANK. which is a permanent consultative committee. A. Board of Managing Directors 10 MANAGEMENT ACTIVITIES The Board of Managing Directors is responsible for managing the businesses of WGZ BANK in accordance with the law, the Articles of Association, and the rules of procedure that have been established by the Board of Managing Directors and approved by the Supervisory Board. The rules of procedure must be signed by the members of the Board of Managing Directors. To be adopted by the Board of Managing Directors, resolutions require a simple majority. In the event of a tied vote, the Chief Executive Officer has the casting vote. 12 COMPOSITION AND TERMS OF SERVICE (1) The Board of Managing Directors consists of at least four members, who must be shareholders of WGZ BANK or must become shareholders of WGZ BANK immediately after their appointment. The Board of Managing Directors is appointed by the Supervisory Board. The chairman of the Supervisory Board signs a written service contract with each member of the Board of Managing Directors on behalf of the Supervisory Board. (2) A resolution adopted by the Supervisory Board is required to revoke the appointment of members of the Board of Managing Directors and also to terminate their service contracts. The Supervisory Board can authorize one of its members to deliver revocation and termination notices.

10 1 0 Decision-making Bodies of WGZ BANK (3) When carrying out management activities, the members of the Board of Managing Directors must exercise the due care that is consistent with prudent and conscientious bank management practice. If more than one member of the Board of Managing Directors fail to perform their duties, they are jointly and severally liable to WGZ BANK for any losses incurred as a result. 13 ATTENDANCE OF SUPERVISORY BOARD MEETINGS, REPORTING The members of the Board of Managing Directors are entitled to attend meetings of the Supervisory Board, provided their attendance is not prevented by any special resolutions adopted by the Supervisory Board for specific cases. At meetings of the Supervisory Board, members of the Board of Managing Directors must provide any information concerning business matters that is required. B. Supervisory Board 14 COMPOSITION AND ELECTION OF MEMBERS (1) The Supervisory Board consists of nine members, six of whom are elected by the Annual General Meeting and three of whom are elected by the employees of WGZ BANK pursuant to the Law on One-Third Representation of Employees on Supervisory Boards (DrittelG). (2) Two of the members of the Supervisory Board to be elected by the Annual General Meeting must be members of the boards of managing directors of shareholders that are local cooperative banks with registered offices in the Rhineland region and two must be members of the boards of managing directors of shareholders that are local cooperative banks with registered offices in the Westphalia region. Members of the Supervisory Board to be elected by the Annual General Meeting who are not already members of a shareholder whose legal form is a registered cooperative (eg) must be shareholders of WGZ BANK or become shareholders immediately after their appointment. (3) Candidates who are elected must declare their acceptance without delay. (4) The term of appointment for members elected by the Annual General Meeting and by the employees is four years. The term starts at the end of the Annual General Meeting at which they are elected and terminates at the end of the Annual General Meeting that votes on the formal approval of the acts of management for the third full financial year after the start of their term of appointment. Half of the members of the Supervisory Board elected by the Annual General Meeting must step down every

11 Decision-making Bodies of WGZ BANK 11 two years. If the number is not divisible by two, the smaller proportion steps down first. This determines their term of appointment. Members of the Supervisory Board who are elected by the employees are not required to step down in rotation. (5) Members who have stepped down can be re-elected. of appointment of the member who has resigned. 15 CONSTITUTION, ADOPTION OF RESOLUTIONS (1) The Supervisory Board elects a chairman and a deputy for the chairman from among its members. (6) The term of appointment of a member of the Supervisory Board elected by the Annual General Meeting and his or her eligibility for election end early at the Annual General meeting: a) that follows the resignation of the member from his or her position at the Company or other corporate body that is a shareholder in WGZ BANK; or b) that follows his or her 70th birthday. (7) If members resign during their term of appointment, the Supervisory Board is composed exclusively of the remaining members until the next Annual General Meeting during which replacements are scheduled to be elected. It is only necessary to hold an extraordinary general meeting to elect replacements at an earlier date if the number of members to be elected by the Annual General Meeting falls below four or the Supervisory Board does not have the number of members required to form a quorum. A replacement is elected for the remainder of the term (2) Meetings of the Supervisory Board are convened by the chairman or by his or her deputy if he or she is prevented from doing so. (3) The Supervisory Board is quorate if more than half of all members are present. The Supervisory Board adopts its resolutions by means of a majority vote cast by the members present or in writing. If there is a tied vote, the chairman has the casting vote. Only the votes cast are counted when determining the proportion of votes. Abstentions and invalid votes are not included. (4) In urgent cases, resolutions can also be adopted without convening a meeting by voting in writing, by fax, or by telegraphic or electronic means, provided the chairman of the Supervisory Board or his or her deputy arranges for the adoption of a resolution in this manner and no member of the Supervisory Board objects to this procedure within an appropriate period specified by the chairman.

12 12 Decision-making Bodies of WGZ BANK (5) At least two Supervisory Board meetings are to take place in each half of the calendar year. The Supervisory Board can adopt a resolution to hold one meeting in any half of the calendar year. The chairman must also convene a meeting and announce the items on the agenda as frequently as appears necessary in the interests of WGZ BANK and also if requested to do so by the Board of Managing Directors or a member of the Supervisory Board who indicates the purpose and reasons for convening a meeting. If this request is not granted, the applicant(s) themselves can convene the Supervisory Board, stating the subject matter and announcing the agenda. (6) The resolutions adopted by the Supervisory Board must be minuted, and the minutes must be signed by the meeting chairman and the minute-taker. 16 TASKS (1) The Supervisory Board must monitor the management activities of the Board of Managing Directors and it must be informed about the affairs of WGZ BANK for this purpose. It must review the single-entity financial statements, the consolidated financial statements, the single-entity management report, the group management report, and the proposals for the appropriation of profits and must report its findings to the Annual General Meeting. At the Annual General Meeting, the Supervisory Board must make declarations pursuant to section 171 of the German Stock Corporation Act (AktG). (2) In order to perform its duties in accordance with the law and the Articles of Association, the Supervisory Board can form committees from among its members. (3) The tasks that the Supervisory Board is required to perform can be set out in rules of procedure, which must be prepared and signed by the members of the Supervisory Board. (4) The members of the Supervisory Board are not permitted to receive any remuneration measured in accordance with operating performance. However, in addition to reimbursement of their out-of-pocket expenses, they can receive annual remuneration for performing their duties on the Supervisory Board, the level of which is determined by the Annual General Meeting. 17 DUTY OF CARE The scope of the duty of care and accountability of the members of the Supervisory Board is governed by sections 116 and 93 AktG.

13 Decision-making Bodies of WGZ BANK 13 C. Annual General Meeting 18 RESPONSIBILITY must be convened when the German Stock Corporation Act (AktG) specifies that it is necessary to do so. Unless specified otherwise by law, shareholders exercise their rights at the Annual General Meeting. Among other matters, the Annual General Meeting must adopt resolutions on the following: (3) Annual General Meetings take place at the registered office of WGZ BANK or in another location in the regional territory where WGZ BANK operates. 1. changes to the Articles of Association; 2. appropriation of profits; 3. formal approval of the actions of the Board of Managing Directors and Supervisory Board; 4. election of members of the Supervisory Board and Advisory Council; 5. maximum limit for loans to the same borrower; 6. retirement of shares pursuant to clause 7 of these Articles of Association; 7 waiver of legal claims, particularly claims for compensation, against members of the Board of Managing Directors and Supervisory Board due to their membership of decision-making bodies. 19 DEADLINE AND MEETING VENUE 1) The Annual General Meeting must be held within six months of the end of the financial year. (2) Extraordinary general meetings can be convened at any time as required. They 20 CONVENING AND AGENDA (1) The Annual General Meeting is convened by the Board of Managing Directors. In the event of delay, the Supervisory Board is authorized to convene the Annual General Meeting if there is a reason in law or in the Articles of Association for doing so or if it is necessary for the benefit of WGZ BANK. The shareholders of WGZ BANK can request that an Annual General Meeting be convened by submitting a written application stating the purpose and reasons for doing so. In this case, the aggregate shares held by the shareholders making the request must represent at least one twentieth of the Company s share capital. (2) The Annual General Meeting must be convened with a notice period of at least thirty days, not including the day the meeting is convened and the day of the Annual General Meeting. If the names of the shareholders are known, the Annual General Meeting can be convened by simple letter, fax, or with the aid of

14 14 Decision-making Bodies of WGZ BANK other suitable telecommunication methods, including electronic means, in addition to using the form mentioned in section 121 (4) AktG. The agenda must be announced when the Annual General Meeting is convened. (3) The agenda is set by the decisionmaking body that convenes the Annual General Meeting. Shareholders can submit counter motions to WGZ BANK stating the reasons for them until no later than two weeks before the day of the Annual General Meeting. 21 CHAIRING THE MEETING (1) The chair of the Annual General Meeting is the chairman of the Supervisory Board or his or her deputy if he or she is unable to attend. If the Supervisory Board chairman and his or her deputy are unable to attend, the meeting chairman is elected by the Annual General Meeting. (2) The meeting chairman appoints a minute-taker and the number of vote counters required. If the presence of a notary is required pursuant to section 130 (1) AktG, the Board of Managing Directors must appoint a notary. 22 QUORUM Unless specified otherwise by law and provided it has been convened in accordance with the Articles of Association, the Annual General Meeting is quorate regardless of the number of shareholders present. 23 VOTING (1) Votes are cast at the Annual General Meeting by raising voting cards or by any other suitable method determined by the meeting chairman. (2) Written (secret) ballots are held if shareholders who hold at least 10 percent of the votes decide to do so, or they are specified by the Board of Managing Directors. (3) Only the votes cast are counted when determining the proportion of votes. Abstentions and invalid votes are not included. (4) Shareholders may not exercise their voting rights on their own behalf or on behalf of others if resolutions are being adopted on the formal approval of their actions or on releasing them from liabilities or on whether WGZ BANK should assert a claim against them. The voting rights relating to shares held by shareholders who are precluded from voting by the above

15 Decision-making Bodies of WGZ BANK 15 provision cannot be exercised by a third party. authorized representative who must be part of the company or corporate body. 24 VOTING RIGHTS (1) Each share carries one vote, although each shareholder at the Annual General Meeting may only exercise one single vote attaching to the shares held by him or her (maximum voting right, principle of one member, one vote), provided this does not contravene the Articles of Association or the law. (2) The shares attributable to one shareholder include the shares held by that shareholder on behalf of third parties. The shares defined as attributable to a shareholder that is a company within the meaning of section 134 (1) sentence 4 AktG also include shares that are held by a company that is a dependent or controlling company of the shareholder or is part of the same group of companies as the shareholder or is held by a third party on behalf of such companies. (3) Shareholders can appoint another shareholder or an authorized representative of another shareholder as defined in (4) below to represent them. (4) Registered cooperatives, public and private-sector legal entities, and partnerships under commercial law exercise their voting rights by appointing an (5) Authorized representatives must hold power of attorney. The issuance, cancellation, and evidence of power of attorney provided to the Company must be in text form, unless specified otherwise when the Annual General Meeting is convened. (6) An authorized representative may not represent more than one other shareholder. Shareholders who are also authorized representatives exercise the voting rights of their principal in addition to their own. 25 MAJORITY REQUIREMENTS (1) Resolutions to be adopted by the Annual General Meeting require a simple majority of the valid votes cast, provided the law or the Articles of Association do not specify a greater majority of votes or capital. (2) The majority required for all motions for which the law specifies a majority of at least 75 percent of the share capital represented at the ballot is increased to 80 percent of the share capital represented at the ballot.

16 16 Decision-making Bodies of WGZ BANK 26 RIGHT TO RECEIVE INFORMATION On request, each shareholder is entitled to be provided with information about the affairs of WGZ BANK by the Board of Managing Directors at the Annual General Meeting, provided it is needed for the proper assessment of the agenda points under discussion and the Board of Managing Directors is not entitled to withhold information pursuant to section 131 AktG. In this respect, it represents the concerns and interests of WGZ BANK externally. Further details are governed by rules of procedure issued by the Advisory Council. 27 MINUTES The resolutions adopted by the Annual General Meeting must be minuted, and the minutes must be signed by the meeting chairman unless they have been taken and recorded by a notary. D. Advisory Council 28 ADVISORY COUNCIL WGZ BANK has an Advisory Council, which consists of up to 36 members who are elected by the Annual General Meeting for a period of four years. The Advisory Council can appoint up to 18 other people from the sphere of business as members for a period of four years (co-opted members of the Advisory Council). The Advisory Council plays an advisory and representative role.

17 Reserves, Financial Year, Annual Financial Statements 17 IV. Reserves, Financial Year, Annual Financial Statements 29 RESERVES (1) Every year, 5 percent of net income for the year is allocated to the statutory reserve, provided the reserve does not reach 10 percent of share capital. shareholders with the invitation to the Annual General Meeting. 32 MEMBERSHIP OF ASSOCIATIONS (2) At least 20 percent of net income for the year must be allocated to retained earnings each year for appropriations that require a joint resolution to be adopted by the Board of Managing Directors and the Supervisory Board. 30 FINANCIAL YEAR The financial year is the calendar year. 31 ANNUAL FINANCIAL STATEMENTS WGZ BANK is a member of the following associations: Deutscher Genossenschafts- und Raiffeisenverband e.v. (DGRV) [German Cooperative and Raiffeisen Confederation], Berlin; Bundesverband der Deutschen Volksbanken und Raiffeisenbanken e.v. (BVR) [National Association of German Cooperative Banks], Berlin; Rheinisch-Westfälischer Genossenschaftsverband e.v. (RWGV) [Rhineland-Westphalia Association of Cooperatives], Münster (Westphalia). 33 FORMATION (1) For each complete financial year, the Board of Managing Directors must submit the single-entity financial statements, the consolidated financial statements, the single-entity management report, and the group management report to the Supervisory Board and, along with the Supervisory Board s report, to the Annual General Meeting. (2) Printed versions of the single-entity financial statements, consolidated financial statements, single-entity management report, group management report, and the Supervisory Board report must be sent to (1) WGZ BANK was formed by the change of legal form of WGZ-Bank Westdeutsche Genossenschafts-Zentralbank eg as the result of a resolution adopted at the general meeting on June 10, (2) The cost of the change in legal form mentioned in (1) above and the preparations for it are borne by WGZ BANK up to a total amount of 500,

18 1 8 Reserves, Financial Year, Annual Financial Statements 34 CHANGES TO THE ARTICLES OF ASSOCIATION BY THE SUPERVISORY BOARD The Supervisory Board is authorized to decide on changes or additions to the Articles of Association that only affect the wording.

19

20 WGZ BANK AG Westdeutsche Genossenschafts-Zentralbank Fax: +49 (0) S.W.I.F.T. GENO DE DD Reuters dealing: WGZD Offices Düsseldorf Ludwig-Erhard-Allee 20 Tel. +49 (0) Münster Sentmaringer Weg 1 Tel. +49 (0) Koblenz Roonstraße 7 Tel. +49 (0) Subsidiaries WL BANK AG Westfälische Landschaft Bodenkreditbank Münster Sentmaringer Weg 1 Tel. +49 (0) info@wlbank.de WGZ Immobilien + Treuhand GmbH Münster Sentmaringer Weg 1 Tel. +49 (0) info@wgz-it.de WGZ BANK Ireland plc International House 3 Harbourmaster Place IFSC, Dublin 1 Tel (0) info@wgzbank.ie Strategic partners VR Corporate Finance GmbH Düsseldorf Bleichstraße 14 Tel. +49 (0) info@vr-cf.de VR Equitypartner GmbH Münster Sentmaringer Weg 1 Tel. +49 (0) mail@vrep.de WGZ BANK 2014 M.L.&S. Werbeagentur