A r t i c l e s o f I n c o r p o r a t i o n

Transcription

1 Status April 2016 A r t i c l e s o f I n c o r p o r a t i o n of the company Schuler Aktiengesellschaft with its registered offices in Göppingen

2 - 2 - A. General Provisions 1 Name, Registered Offices (1) The name of the company is: Schuler Aktiengesellschaft. (2) The registered offices of Schuler Aktiengesellschaft (the Company ) are in Göppingen, Germany. 2 Object of the Company (1) The object of the Company is the management of investments in Germany and abroad, comprising mainly engineering companies focusing on metalforming and high technology, as well as the acquisition and sale of such investments, and the provision of services. (2) The Company is authorized to undertake all transactions which are suited to promoting the Company s object. In particular, it may set up branch offices and subsidiaries in Germany and abroad, manage its own and third-party assets world-wide, and engage in operational business itself. 3 Announcements, Fiscal Year (1) Announcements of the Company shall be published in the Federal Gazette ( Bundesanzeiger ). The Company may also submit information to shareholders by means of remote date transmission. (2) The Company s fiscal year is the calendar year. The fiscal year from October 1, 2013 to December 31, 2013 is a short fiscal year.

3 B. Capital Stock and Shares, Authorized Capital Capital Stock, Authorized Capital (1) The Company s capital stock amounts to EUR 77,769, (in words: seventy-seven million seven hundred and sixty-nine thousand two hundred and fifty euros). (2) It is divided into 29,911,250 common shares of no par value. (3) The Board of Management is authorized until March 31, 2016, with the approval of the Supervisory Board, to raise the Company s capital stock by up to a total of EUR 12,675, (in words: twelve million six hundred and seventy-five thousand euros) for contribution in cash or in kind, either in one or several new issues of new common shares with no par value made out to the bearer (Authorized Capital). With the approval of the Supervisory Board, the Board of Management can: aa) exclude the subscription rights of shareholders during capital increases for cash contribution up to a pro rata share of capital stock totaling EUR 5,915, (in words: five million nine hundred and fifteen thousand euros) (10% limit), in order to issue the new shares at an offering price which is not significantly lower than the stock market price ( 203 (1 and 2), 186 (3) sentence 4 German Stock Corporation Act (AktG)); regarding the use of the 10% limit, the exclusion of subscription rights must also take into account other authorizations pursuant to 186 (3) sentence 4 AktG; the applicable stock exchange price shall be the average closing price of the Company s share (ISIN DE 000A0V9A22 or any new ISIN replacing it) in XETRA trading (or any functionally equivalent successor to the XETRA system) of the Frankfurt Stock Exchange during the last five trading days before the date on which the Board of Management sets the issuance price; bb) exclude the subscription rights of shareholders up to a further pro rata share of capital stock totaling EUR 6,760, (in words: six million seven hundred and sixty thousand euros) for the purpose of acquiring companies or interests in companies.

4 - 4 - Insofar as the Board of Management does not make use of the above mentioned authorizations to exclude subscription rights, the subscription rights of shareholders can only be excluded for fractional amounts. The Board of Management is authorized, with the approval of the Supervisory Board, to determine the further details of capital increases from authorized capital. The Supervisory Board is authorized to adapt the Articles if authorized capital is used. (4) The Supervisory Board is authorized to revise the Articles according to the scale of the respective capital increase from authorized capital. (5) The Company s capital stock was raised conditionally (Conditional Capital II) by up to EUR 25,480, (in words: twenty-five million four hundred and eighty thousand euros) by issuing up to 9,800,000 new no-par value bearer shares (common stock). The conditional capital increase will only be conducted to the extent that the bearers of the conversion or option rights from bonds issued by the Company or a Group subsidiary in the period up to April 14, 2015 on the basis of the authorization adopted by the Annual General Meeting of April 15, 2010, utilize their conversion or option rights, or that the bearers of convertible bonds with a conversion obligation issued by the Company or a Group subsidiary in the period up to April 14, 2015 on the basis of the authorization adopted by the Annual General Meeting of April 15, 2010, fulfill their duty to convert and the Company does not use treasury shares to satisfy such rights. The new shares used for issuance participate in profits from the beginning of the fiscal year in which they were created by exercising conversion or option rights or by fulfilling conversion obligations. The Supervisory Board is authorized to adapt the Articles in accordance with the scale of the capital increase from Conditional Capital II. 5 Shares (1) The Company s shares are made out to the bearer. (2) The Board of Management, with the approval of the Supervisory Board, determines the type and content of the share certificates, coupons and renewal coupons. Collective share certificates may be issued. The right of shareholders to have their share ownership evidenced by document shall be excluded.

5 - 5 - (3) In the case of an issue of new shares, their participation in net profit need not conform with 60 (2) AktG. C. Board of Management 6 Composition (1) The Company s Board of Management consists of at least two persons. The appointment of deputy members of the Board of Management is permitted. These shall have the same rights as the regular members of the Board of Management in respect of representing the Company externally. (2) The Supervisory Board determines the number of regular and deputy members of the Board of Management. It is also empowered to appoint regular and deputy members of the Board of Management, to enter into contracts for their employment, and to revoke their appointment. Moreover, it shall appoint one member of the Board of Management as Chairman of the Board of Management and appoint further members of the Board of Management as Deputy Chairmen of the Board of Management. 7 Representation (1) The Company shall be legally represented a) by one member of the Board of Management if the Supervisory Board has granted him the right of sole representation; b) by two members of the Board of Management; c) by one member of the Board of Management jointly with one holder of general commercial power of attorney ( Prokurist ). (2) The Supervisory Board may exempt individual or all members of the Board of Management from the provisions of 181 German Civil Code ( BGB ) regarding contracting with oneself.

6 - 6 - D. Supervisory Board 8 Composition, Formation of Committees (1) The Company s Supervisory Board consists of twelve members. The composition of the Supervisory Board is determined by the provisions of the German Stock Corporation Act ( Aktiengesetz ) and the German Codetermination Act ( Gesetz über die Mitbestimmung der Arbeitnehmer ). (2) The members of the Supervisory Board are elected for a period which expires at the close of the Annual General Meeting which is called upon to ratify their actions for the fourth fiscal year after the beginning of their term of office. The year in which their term of office begins is not included in this calculation. The election of replacement members is possible. Supplementary elections are held for the remaining term of office of the departed member. For the election of shareholder representatives to the Supervisory Board and any replacement members, the chairman of the Annual General Meeting is entitled to hold a vote on a list of proposed candidates submitted by the administration or shareholders. If replacement members are elected according to a list, they shall replace the prematurely departed members of the Supervisory Board in the sequence they appear on said list, unless decided otherwise at the vote. (3) Each member of the Supervisory Board may resign from his office, also without good cause, after giving written notice to the Chairman or the Board of Management one month in advance. (4) In addition to the permanent committee pursuant to 27 (3) of the German Codetermination Act (MitbestG), the Supervisory Board may form further committees comprising its members and determine their duties and powers. Insofar as legally permissible, decision-making powers may also be transferred to the committees.

7 - 7-9 Chairmanship, Convening Meetings, Adoption of Resolutions (1) The Supervisory Board shall elect from among its members a Chairman and a Deputy for the period of office determined in 8 (2). The election shall be held directly after the Annual General Meeting at which the Supervisory Board members to be elected by the shareholders were elected at a meeting held without any special convening. Should the Chairman or his Deputy retire from office before expiry of the respective term of office, the Supervisory Board shall immediately hold a new election for the remaining term of the retired member. (2) Supervisory Board meetings are convened by the Chairman or, if he should be prevented from doing so, by his Deputy. Invitations to attend such meetings are sent in text form, including by , at least 14 days prior to the meeting. When calculating the period of notice, the date of sending the invitation and the day of the meeting itself are not included. In urgent cases, the Chairman can shorten the period of notice and convene the meeting orally, via telephone, or by other common means of telecommunication. The items on the agenda and resolution proposals are to be communicated together with the invitation. (3) A member of the Supervisory Board who is not present may request another member of the Supervisory Board to submit his written vote for him. This also applies to the casting vote of the Chairman of the Supervisory Board pursuant to 31 (4) MitbestG. (4) Unless otherwise required by law, resolutions of the Supervisory Board are adopted by a simple majority of votes cast. In the case of a tied vote, the Chairman s vote is decisive unless otherwise required by law. The Chairman determines the way in which resolutions are adopted. (5) The Chairman is authorized to submit on behalf of the Supervisory Board those declarations of the Supervisory Board which are necessary for the execution of its resolutions. (6) The invalidity of a Supervisory Board resolution can only be asserted by filing a lawsuit within one month of learning of the resolution.

8 Remuneration In addition to the reimbursement of their expenses, the members of the Supervisory Board shall receive appropriate annual remuneration, the amount of which shall be determined by the Annual General Meeting; any value added tax incurred shall be paid separately. The agreed amount is valid until the Annual General Meeting adopts a different amount. E. The Annual General Meeting 11 Venue, Convening, Right to Participate (1) The Annual General Meeting shall be held at the location of the Company s registered office, at a location within 50 kilometers of the Company s registered office, or at any German stock market location. The Annual General Meeting is convened by the Board of Management, or in those cases prescribed by law, by the Supervisory Board. (2) The Annual General Meeting shall be convened in accordance with the legal regulations regarding form and notice period. (3) Shareholders shall only be entitled to take part in the Annual General Meeting and to exercise their voting rights if they have registered their participation in advance ( registration ) and provided the Company with evidence of their right to take part in the Annual General Meeting and to exercise their voting rights ( evidence ). The Company must receive in due time said registration and evidence in text form in the German or English language at the address provided in the invitation and in accordance with the statutory period of notice valid at the time. Evidence of shareholding is to be provided by means of special documentation in text form issued by the custodian bank. Evidence of shareholding must refer to the beginning of the twenty-first day before the Annual General Meeting.

9 - 9 - (4) The chairman of the Annual General Meeting may decide that the Annual General Meeting is transmitted, in part or in full, in sound and vision, also via electronic media. The form of transmission is to be announced when the Annual General Meeting is convened. (5) Insofar as legally permissible, notifications according to 125 (1) AktG from credit institutes to the shareholders can be transmitted by means of electronic communication. 12 Chairman of the Annual General Meeting, Resolutions (1) The Annual General Meeting shall be chaired by the Chairman of the Supervisory Board or another member of the Supervisory Board he designates; if none of these persons is able to chair the meeting, the chairman of the Annual General Meeting shall be elected by the Supervisory Board. (2) Each common share with no par value grants one vote at the Annual General Meeting. (3) Unless mandatory legal provisions determine otherwise, a simple majority of the votes cast is both required and sufficient to adopt a resolution of the Annual General Meeting. In cases where the German Stock Corporation Act (AktG) requires a majority of capital stock represented at the time of voting to adopt a resolution, a simple majority is also both required and sufficient unless mandatory legal provisions determine otherwise. (4) The chairman of the Annual General Meeting is authorized to limit to a reasonable extent the time for questions and speaking for the entire course of the Annual General Meeting, for individual items of the agenda or for individual speakers.

10 F. Owners of Significant Shareholdings 13 Notification Duties 27a (1) of the German Stock Trading Law ( Gesetz über den Wertpapierhandel ) shall not apply. G. Final Provisions 14 Amendments to the Articles The Supervisory Board is entitled to adopt resolutions regarding amendments to these Articles of Incorporation that only concern the formal wording. 15 Formation Expenses, Contributions in Kind (1) The Company bears the expenses relating to formation (notary and judicial costs, costs of the formation audit and other advisory costs) up to a maximum amount of DM 500,000 (in words: five hundred thousand deutschmarks). (2) The Company came into existence by way of a change of legal form of the company Schuler GmbH with registered office in Göppingen pursuant to 190 ff. German Reorganization Law ( Umwandlungsgesetz ). The founding shareholders contributed all assets and liabilities of Schuler GmbH to the Company as a contribution in kind. This contribution in kind, which the Company carried in its accounts at a total value of DM 70,000,000 (seventy million deutschmarks), corresponds to 10,500,000 common shares with no par value and 3,500,000 preferred shares with no par value and without voting rights for the founding shareholders; insofar as the value of this contribution in kind exceeded capital stock, the amount was transferred to capital reserves.