Memorandum and Articles of Incorporation
The German Stock Corporation Law stipulates that stock corporations have articles of incorporation. We would like to inform you about our current version of the "Articles of Incorporation".
This is the legal basis for existing stock corporations:
Excerpt of § 23 Establishment of the Articles
(3) The articles shall determine:
the company's name and domicile;
the corporate purpose; in particular in the case of enterprises engaged in industry and trade, the articles shall specify the kinds of products and goods to be produced and traded;
the amount of the share capital;
the breakdown of the share capital either into par value shares or in no par value shares, the former being classified according to the number of par value shares and the par value of the denomination, in case of no par value shares their number, besides if more than one class of shares exists, the classes of shares and the number of shares in each class;
whether shares are to be issued in bearer or registered form; and
the number of members of the management board or the rules for determining such number.
(4) In addition, the articles shall contain provisions regarding the form of announcements by the company.
(5) The articles may make different provisions from the provisions of this Act only if this Act explicitly so permits. The articles may contain additional provisions, except as to matters that are conclusively dealt with in this Act.
Any amendment of the articles shall require a resolution of the shareholders´meeting.
According to § 14 of the Articles of Incorporation, each share grants one vote. Every shareholder has the same rights; the Company does not issue preferred shares, the principle of "one share - one vote" applies.