Articles of Association of Axel Springer SE

Transcription

1 Convenience Translation Articles of Association of Axel Springer SE I. General Provisions 1 Business name and registered office 1. The company has the business name Axel Springer SE. 2. It has its registered office in Berlin. 2 Purpose of the company 1. The purpose of the company consists of a) the operation of printed and electronic media; b) other activities in the field of information and communications; c) the operation of printing plants and other production facilities to the extent they serve the company purposes described in a) and b); d) trading with goods of all kinds to the extent that it belongs to the purpose of the company as well as related activities as an intermediary, except for transactions which require a permit by public authorities. 2. The company is authorized to engage in all transactions and take all measures which directly or indirectly are necessary or useful in achieving the purpose of the company. 3. The company can establish branches and representative offices, establish other companies of a similar or related nature, acquire them and participate in them with an equity stake in Germany and foreign countries. 4. The company can carry out its activities also through affiliated enterprises which are combined under unified management. The company can also limit itself to managing its equities stakes. Furthermore, the company can limit itself to part of the fields of activity described in paragraph 1.

2 2 3 Principles for management of the company 1. The company is committed to the following principles: a) to uphold liberty and law in Germany, a country belonging to the Western family of nations, and to further the unification of the peoples of Europe; b) to promote the reconciliation of Jews and Germans and support the vital rights of the people of Israel; c) to support the Transatlantic Alliance and maintain solidarity with the United States of America in the common values of free nations; d) to reject all forms of political totalitarism; e) to uphold the principles of a free social market economy. 2. The corporate bodies of the company are bound to strictly observe and comply with these principles. 4 Announcements and information 1. The announcements of the company are made in the Federal Gazette (Bundesanzeiger). 2. The company is entitled to transmit information to the shareholders registered in the share register using data transfer with their approval. II. Share capital and shares 5 Share capital 1. The share capital of the company is 98,940,000 (in words: ninety eight million nine hundred forty thousand Euro). The share capital of Axel Springer SE will be contributed by way of transformation of Axel Springer Aktiengesellschaft into a European company (SE). 2. The share capital is divided into 98,940,000 shares issued as registered shares. 3. The shares as well as the subscription rights to shares can only be transferred with the consent of the company. The Management Board issues the consent. The Supervisory Board resolves about issuing the consent. The consent can be refused without stating any reasons.

3 3 6 Share certificates 1. The claim of the shareholder for certification of its shares is excluded. 2. The form and content of bonds and coupons will be established by the Management Board with the consent of the Supervisory Board. III. The Honorary Chairman 7 Honorary Chairman of the company The Management Board and the Supervisory Board can appoint a well-known person who has rendered special services in the interests of the company as its Honorary Chairman. IV. The Management Board 8 Composition and management 1. The Management Board of the company consists of at least two persons. 2. The members of the Management Board are appointed by the Supervisory Board for a maximum period of five years. Reappointments are permissible. 3. The Supervisory Board determines the number of members of the Management Board and any vice-members of the Management Board. The Supervisory Board can appoint a chairman of the Management Board and a vice-chairman. 4. The Supervisory Board issues the rules of procedure for the Management Board and determines the allocation of responsibilities within the Management Board. 5. Resolutions of the Management Board are adopted with a simple majority of the votes unless the law requires otherwise. In the case of resolutions adopted with a simple majority, the vote of the chairman is determinative in the case of a tie vote. 6. The company is represented under law by two members of the Management Board or by a member of the Management Board acting jointly with a holder of registered signing authority (Prokurist). Vice-members of the Management Board are equivalent to regular members of the Management Board with regard to their authority to represent the company. The Supervisory Board is authorized to grant sole power of representation to individual members of the Management Board.

4 4 V. The Supervisory Board 9 Composition of the Supervisory Board and election of its members 1. The Supervisory Board consists of nine members. They are elected for the period up to the end of the Shareholders Meeting which resolves about the ratification of actions for the fourth fiscal year after the beginning of the term of office. The fiscal year in which the term of office begins is not taken into account in the calculation. In any event, the term of office ends six years after it begins. Reelection is permissible. 2. The chairman of the Shareholders Meeting establishes the procedure for electing the members of the Supervisory Board. Election of lists or a general election of all members at the same time is permissible. If substitute members are elected, they take the place of members of the Supervisory Board representing the shareholders who leave office early in the sequence in which the substitute members have been elected unless provided otherwise at the time of election. 3. If a member of the Supervisory Board is elected to take the place of a departing member, the new member s term of office continues for the remainder of the term of office of the departing member. If a substitute member takes the place of the departing member, the substitute member s term of office expires upon the end of the Shareholders Meeting if a new election for the departing member takes place at the next Shareholders Meeting or otherwise upon expiration of the remaining term of office of the departing member. 4. Each member of the Supervisory Board can resign from office with immediate effect by written declaration to the chairman of the Supervisory Board or to the Management Board. 10 The chairman of the Supervisory Board 1. The Supervisory Board will elect a chairman and one or more vice-chairmen from among its members. The vice-chairmen represent the chairman of the Supervisory Board if he is hindered in performance of his duties in the sequence in which the vicechairmen have been elected. 2. The term of office for the chairman of the Supervisory Board and the vice-chairmen is the same as the term of office of the Supervisory Board. 3. If the chairman or one of the vice-chairmen leaves prior to expiration of the term of office, the Supervisory Board must conduct a new election for the remaining term of office of the departing member without undue delay.

5 5 4. Declarations of intent by the Supervisory Board and its committees are made in the name of the Supervisory Board by the chairman or, in the event that he is hindered, by one of the vice-chairmen. 11 Meetings of the Supervisory Board 1. The Supervisory Board will be convened by its chairman or the vice-chairman with a notice period of two weeks prior to the date of the meeting in writing, by telefax or by means of electronic media. When calculating the notice period, the date of dispatching the invitation and the date of the meeting are not included in the calculation. In urgent situations, the invitation can take place with a shorter notice period and can also be made orally or by telephone. However, in such situations at least three days must lie between the invitation and the date of the meeting. If less than three days lie between the invitation and the date of the meeting, all members of the Supervisory Board must agree to call in the meeting. A meeting must be called in accordance with the above notice periods if a member of the Supervisory Board or the Management Board requests this and states the purpose and the reasons. The request must be addressed to the chairman of the Supervisory Board. The Supervisory Board can entrust the Management Board with the technical implementation of the invitation. 110 para. 2 German Stock Corporation Act (Aktiengesetz, AktG ) in conjunction with Art. 9 para. 1 lit. c) ii) SE Regulation are not affected. 2. The Supervisory Board has a quorum if at least five members, including the chairman and one of the vice-chairmen, participate in adopting the resolution. 3. Meetings and adopting resolutions are permissible in writing, telephonically, by telefax or by means of electronic media if the chairman of the Supervisory Board or, in the case of hindrance, the vice-chairman determines this for the specific situation. A right of the other members of the Supervisory Board to object to this does not exist. The notice periods for convening a meeting set forth in paragraph 1 apply accordingly as the deadline for casting votes. 4. Absent members of the Supervisory Board can have their written vote submitted by another member of the Supervisory Board. 5. Upon order of the chairman, persons having information and experts can be invited to address individual items on the agenda in the meetings of the Supervisory Board.

6 6 6. Minutes must be prepared for the meetings of the Supervisory Board as well as for resolutions adopted outside of meetings and must be signed by the chairman or, in the case of hindrance, by the vice-chairman. 12 Resolutions of the Supervisory Board Unless provided otherwise by law or these Articles of Association, resolutions of the Supervisory Board are adopted with a simple majority of the votes of the members participating in the adoption of the resolution. In the case of a tie vote, the vote of the chairman is decisive. The chairman determines the method of voting. 13 Wording of the Articles of Association The Supervisory Board is authorized to make amendments to the Articles of Association which only relate to the wording. 14 Committees 1. The Supervisory Board can create committees from among its members and determine the responsibilities and authority of the committees in the rules of procedure for the Supervisory Board. 2. The committees of the Supervisory Board can also be given authority to make decisions within the limits set by law. 15 Catalogue of matters requiring consent The Supervisory Board determines matters which require its consent. 16 Compensation for the Members of the Supervisory Board 1. The Supervisory Board receives fixed compensation of Euro 3,000, for each fiscal year. The Supervisory Board resolves about the distribution of the abovementioned amount among its members, taking into reasonable account the activities of its members as the Chairman and the committees. If members of the Supervisory Board leave the Supervisory Board during the course of a fiscal year, they receive compensation proportionately according to time related to the fiscal year, whereby only full months of activity are taken into account. If the function of a member of the Supervisory Board having a higher compensation ends during the course of a fiscal year, the above sentence applies accordingly with regard to the portion of the compensation tied to the relevant function. The above provisions apply accordingly for members joining the Supervisory Board or the beginning of a function involving higher compensation during the course of a fiscal year. 2. The compensation is payable at the end of the respective fiscal year.

7 7 3. The company will reimburse to each member of the Supervisory Board the expenses the member incurs including the value added tax applicable to the members compensation and reimbursement of expenses. 4. If the company concludes a financial liability insurance policy (so-called D & O insurance) for the members of the Supervisory Board, the company will pay the insurance premium. VI. The Shareholders Meeting 17 Rights of the Shareholders Meeting The Shareholders Meeting adopts resolutions in the instances expressly set forth in the law and these Articles of Association, namely, about a) use of the balance sheet profit; b) ratification of the acts of the members of the Management Board and the Supervisory Board; c) election to the Supervisory Board; d) election of the auditor; e) other items on the agenda, especially in the instances required by law concerning the determination of the annual financial statements. 18 Location and convening the meeting 1. The regular Shareholders Meeting takes place in Berlin within the first six months after the end of the fiscal year. 2. The Shareholders Meeting is convened by the Management Board or by the Supervisory Board. 19 Participation 1. Those shareholders who are listed in the share register and who register in a timely manner are entitled to participate in the Shareholders Meeting and exercise the voting rights. 2. The registration for participation in the Shareholders Meeting must be received at the company at the address notified in the notice calling the meeting at least four days prior to the Shareholders Meeting in the form of text by mail, by telefax or electronically in a manner designated in more detail in the notice calling the meeting.

8 8 The date of receipt of the notice is not included in the calculation. 3. The voting right can be exercised by a proxy. If the shareholder grants proxy to more than one person, the company can reject one or more of these persons. The details for issuing the proxy, cancelling it and providing proof of proxy to the company will be announced in the notice convening the Shareholders Meeting. 4. The Management Board is authorized to provide that shareholders can cast their votes in writing or by means of electronic communication even without participating in the Shareholders Meeting (absentee voting). The Management Board is authorized to regulate the scope and procedure for absentee voting in detail. These provisions must be announced when the Shareholders Meeting is convened. 5. The Management Board is authorized to provide that shareholders can also participate in the Shareholders Meeting without being present at its location and without a proxy and that they can completely or partially exercise all or individual rights by means of electronic communication (online participation). The Management Board is also authorized to make determinations about the scope and procedure for participation and exercising rights under sentence 1. This will be announced with the notice convening the Shareholders Meeting. 20 Chairman of the Shareholders Meeting 1. The chairman of the Supervisory Board will chair the Shareholders Meeting, or in the case of the hindrance of the chairman, another member of the Supervisory Board appointed by the chairman will chair the meeting. If the chairman is hindered and has not appointed anyone as his representative, the Supervisory Board will elect the chairman of the Shareholders Meeting who does not necessarily have to be a member of the Supervisory Board. 2. The chairman of the meeting can determine a sequence for dealing with the items which is different from the announced sequence. The chairman determines the method and form of voting. 3. The chairman of the meeting determines the sequence of speakers. Furthermore, the chairman can impose reasonable restrictions in terms of time on the rights of the shareholders to raise questions and speak; the chairman can especially set the scheduling parameters for the course of the meeting and for discussion about the individual items on the agendas as well as the individual contributions in terms of questions and comments at the beginning of the Shareholders Meeting or during the course of the meeting. When determining the time available for individual questions and comments, the chairman of the meeting can differentiate between the first request to speak and a repeated request to speak and in accordance with other appropriate criteria.

9 9 21 Adopting resolutions 1. Each share grants one vote in the Shareholders Meeting. 2. The resolutions in the Shareholders Meeting are adopted with a simple majority of the votes cast unless mandatory provisions of law require otherwise. Amendments to the Articles of Association require a majority of two thirds of the votes cast or, if at least one half of the share capital is represented, the simple majority of the votes cast unless mandatory provisions of law or the Articles of Association require a larger majority. 3. An amendment of the principles on management of the company established in 3 of the Articles of Association requires a majority consisting of at least four fifth of the votes cast. 22 Transmission of sound and images Upon order of the chairman of the meeting, the Shareholders Meeting can be transmitted as sound and images either in excerpts or completely. The transmission can also be in such a manner that the public has full access. The form of transmission must be announced in the notice convening the meeting. VII. Annual financial statements and use of profit 23 Fiscal year The fiscal year is the calendar year. 24 Use of the balance sheet profit 1. The Shareholders Meeting resolves about the use of the balance sheet profit. The Shareholders Meeting is bound by the determined annual financial statements when doing so. 2. If the Management Board and the Supervisory Board determine the annual financial statements, they can allocate part of the annual profit, but no more than one half, to other profit reserves. The Shareholders Meeting can allocate further amounts to other profit reserves or carry them forward as profit in the resolution about the use of the balance sheet profit.

10 10 25 Expense for establishing the company The expense for establishing the company with regard to the transformation of Axel Springer Aktiengesellschaft into Axel Springer SE will be borne by the company in an amount up to 1,200,000..