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ARTICLES OF ASSOCIATION OF SEMPERIT AKTIENGESELLSCHAFT HOLDING
Vienna, 2010
I. GENERAL
§ 1
(1) The corporate name of the stock corporation is: Semperit Aktiengesellschaft Holding (in short: Semperit AG Holding).
(2) The company has its registered office in Vienna, Austria.
(3) The operational life of the Company is not limited to any particular length of time.
§ 2
(1) The purpose of the Company shall be:
1. to industrially manufacture products made of rubber, natural rubber, plastic as well as related raw and synthetic materials, including semi-finished products as well as the processed synthetic and natural raw materials integrated in these products;
2. to industrially manufacture and construct machines, moulds, tools and equipment;
3. to engage in industrial research and development in the fields of business listed in item 1. and item 2., as well as to acquire, grant and commercially exploit industrial property rights, licenses, patents and rights of sale of every description;
4. to engage in business and trading with products of every description, commercial business activities as well as the performance of all free trade and crafts, licensed, regulated and certified forms of business, with the exception of banking transactions in accordance with § 1 Sect. 2 (11) Banking Act;
5. to acquire, manage and divest investments or shareholdings in other companies, or to establish subsidiaries in Austria and abroad;
6. and to provide services in computer-supported data processing.
(2) Furthermore, the Company shall be authorised to conduct all business activities, take all measures, and to transact all business, which is deemed necessary or useful in order to attain the Company’s business objectives, in particular the acquisition and sale of properties, and to conclude joint ventures.
§ 3
Announcements pertaining to the Company shall be published in the daily newspaper "Wiener Zeitung".
II. EQUITY CAPITAL AND SHARES
§ 4
(1) The equity capital of the Company amounts to € 21.358.996,53 (twenty one million, three hundred and fifty eight thousand, nine hundred and ninety six euros and fifty three cents).
(2) The equity capital is divided into a total of 20,573,434 non-par value bearer shares, each of which has the same percentage of the equity capital. The right of the shareholders to be issued individual share certificates is excluded. The exclusion of shareholder claims to individual share certificates also applies in case bonds or profit participation rights are issued pursuant to § 174 Austrian Stock Corporation Act (AktG).
§ 5
(1) The shares are made out in the name of the bearer, and are non-par value shares.
(2) In the case of a resolution to carry out a capital increase, if no provision is made for determining whether the shares are to be made out in the name of the bearer or to specific names, the shares will hereby be made out to the bearer.
§ 6
The precise form and contents of the share certificates as well as the dividend and renewal coupons are determined by the Management Board, with the approval of the Supervisory Board. The same decision-making procedure also applies to interim share certificates, bonds, interest warrants and renewal coupons.
III. MANAGEMENT BOARD
§ 7
(1) The Management Board consists of one, two, three or four persons.
(2) The Supervisory Board determines the division of responsibilities among the members of the Management Board, and the specific business transactions which require its formal approval. The Supervisory Board is also responsible for issuing the internal rules of procedure for the Management Board.
§ 8
(1) The Company shall be represented by the Management Board, insofar as the Management Board consists of one person. If the Management Board consists of several persons, the Company shall be represented by two members of the Management Board collectively or by one member of the Management Board, together with an authorised signatory.
(2) The Company may also be represented by two authorised signatories, taking into account any prevailing legal restrictions.
§ 9
If the Supervisory Board has elected one member of the Management Board to serve as the Chairman of the Management Board, then the Chairman’s vote will be considered as decisive in the case of parity.
IV. SUPERVISORY BOARD
§ 10
(1) The Supervisory Board shall consist of a minimum of three and a maximum of ten members, who are elected by the Annual General Meeting.
(2) Unless otherwise specified for a shorter term of office, the members of the Supervisory Board are elected for a period lasting four financial years following their election, up until the completion of the Annual General Meeting which adopts a resolution upon the discharging of the Management Board and Supervisory Board, but not including the financial year in which the election took place. However, each year, at the end of the Annual General Meeting, at least one fifth of the members of the Supervisory Board will be required to vacate their position on the Supervisory Board. If the number of members is higher than five but can not be divided by five, subsequently the next highest and next lowest number alternately which can be divided by five will serve as the underlying basis for proceeding. If the number of Supervisory Board members is lower than five, then the number five will serve as the underlying basis every second year. The procedure for determining which members must vacate their positions on the Supervisory Board is to be determined as follows: members whose terms of office have officially ended are the first to leave. Inasmuch as the above-mentioned fraction has not been reached, the member who has served for the longest period must terminate his work on the Supervisory Board. If the number of the potential candidates to vacate their positions is higher than required, the decision as to which individual leaves the Supervisory Board will be determined by drawing lots. This procedure of drawing lots also applies in the case when a decision has not yet been made in accordance with existing provisions. It is permissible for the members vacating their positions on the Supervisory Board to be immediately re-elected to the Supervisory Board.
(3) If the office of a member of the Supervisory Board is vacated before the expiration date of the specified term of office, except for the cases listed above, the resulting vacant position shall first be filled by the next Annual General Meeting. However, if the number of Supervisory Board members falls below the level of three, an Extraordinary General Meeting of shareholders must be convened to elect the required number of new members.
(4) Bye-elections shall designate members to complete the remaining terms of office of the Supervisory Board members who have vacated their positions. If a member of the Supervisory Board is elected by an Extraordinary General Meeting, the first year of office shall be deemed to be terminated at the end of the next Annual General Meeting.
(5) Every Supervisory Board member is entitled to resign from office at any time by written notification, without the requirement of having to indicate the reasons for the decision. If the number of Supervisory Board members subsequently falls below the legally stipulated minimum, then the member is required to provide four weeks advance notice before the resignation is considered to take effect.
§ 11
(1) Following the Annual General Meeting, a meeting of the Supervisory Board shall be convened, for which no special invitation is required to be sent. At this meeting, the Supervisory Board shall elect a Chairman and one or more Deputy Chairmen from among its members.
(2) If none of the candidates receives an absolute majority in the election, a run-off vote is held between the two members having received the most votes.
(3) The Chairman of the Supervisory Board shall chair the meeting and decide upon the particular method and sequence of the election proceedings, as well as the potential participation of external participants, e.g. advisors or guests.
§ 12
(1) The Supervisory Board shall determine its own internal rules of procedure.
(2) The Chairman of the Supervisory Board convenes the meetings in written form. The invitations are to be sent to the addresses last provided by the members. If the Chairman is prevented from attending, a designated Deputy Chairman shall convene the meeting. The invitation to the sessions of the Supervisory Board can also be conveyed using a fax or electronic mail, provided that a member has disclosed a suitable fax or email number to the Company.
(3) The Supervisory Board is considered to constitute a quorum, if at least five members are present, including either the Chairman or a Deputy Chairman. The meeting is presided by the Chairman, or the Deputy Chairman, should the Chairman be unable to attend. The member presiding over the meeting decides upon the method and sequence in which the resolutions are to be dealt with and voted upon, as well as the potential participation of external persons, e.g. advisors or guests.
(4) The resolutions passed by the Supervisory Board require a simple majority of the votes submitted. The Chairman is authorised to make the final decision in the case of parity, also in the case of the election of a Supervisory Board member.
(5) A member of the Supervisory Board may authorise another member of the Supervisory Board to serve as his representative at the Supervisory Board meeting and submit a vote on his behalf, provided this authorisation is in written form. The Supervisory Board member unable to attend the meeting is not counted when determining whether a quorum has been reached, in accordance with Par. (3) above. The right to preside over a meeting can not be transferred to another member.
(6) Minutes of the meeting, the discussions and resolutions passed by the Supervisory Board must be kept, and signed by the person presiding over the meeting.
(7) Votes on resolutions may also be held in written form, or by means of a video or telephone conference call, without the Supervisory Board being obliged to convene a meeting, provided that this form of voting has been authorised by the Chairman of the Supervisory Board, or by the Deputy Chairman, if the Chairman is prevented from fulfilling this task for any reason, and on the condition that no member of the Supervisory Board formally expresses his objections to this procedure. In case of a written vote or within the context of a video or telephone conference call, the provisions contained in Par. (4) above apply. It is not permissible for a member of the Supervisory Board to authorise another member to serve as his representative, in accordance with Par. (5) above, within the context of a vote carried out in written form or by means of a video or telephone conference call.
§ 13
(1) The Supervisory Board is authorised to appoint committees consisting of its members, inasmuch as this is not stipulated by prevailing legal regulations. The Supervisory Board determines the duties, responsibilities and powers of these committees. The Supervisory Board may also transfer authority to committees to make decisions.
(2) The provisions contained in § 12 Par. (2) – (7) shall apply accordingly to the committees established by the Supervisory Board. If a committee consists of two members, a quorum is only reached if both members are present. Otherwise, a quorum is reached if three members are present.
§ 14
Declarations of intent on the part of the Supervisory Board may be submitted by the Chairman of the Supervisory Board or, if the Chairman is unable to do so, by one of his Deputy Chairmen.
§ 15
(1) As reimbursement for cash expenses, each member of the Supervisory Board shall be paid a fee for attending meetings, as well as an annual fixed sum as remuneration.
• The fee paid to each member of the Supervisory Board for attending meetings amounts to EUR 120 per session.
• The annual fixed remuneration for each member of the Supervisory shall amount to EUR 4,360.
The annual fixed remuneration shall be 100 per cent higher for the Chairman of the Supervisory Board, and 50 per cent higher for the Deputy Chairmen.
The amounts listed above are to be raised in accordance with changes in the Consumer Price Index (CPI). The basis is the CPI for the year 2000. The average for 2004 = 108.1.
(2) In addition to the annual fixed remuneration and the attendance fee, the Supervisory Board as a whole is granted a share amounting to 0.15 per cent of the consolidated net profit after tax and minority interests, based on an unqualified audit, as a performance-oriented bonus.
The performance-oriented bonus (profit sharing) is to be distributed among the members of the Supervisory Board in such a manner, that each member receives an equal share, with the exception of the Chairman, who is to receive an additional 100 per cent, and the Deputy Chairmen, who shall each receive 50 per cent more than the amount distributed to the other members.
The performance-oriented bonus for each Supervisory Board may not exceed 2.5 times the annual fixed remuneration (excluding attendance fees), in accordance with Par. (1).
(3) The Annual General Meeting is authorised to approve an additional remuneration for a member of the Supervisory Board, if this individual performs special tasks in the interest of the Company, above and beyond the normally agreed upon duties of a Supervisory Board member.
(4) The Company assumes the costs of additional remuneration granted to members of the Supervisory Board.
§ 16
The Supervisory Board is authorised to pass a resolution pertaining to amendments to the Articles of Association, provided that only the wording is affected.
V. ANNUAL GENERAL MEETING
§ 17
(1) The Annual General Meeting shall be duly convened either by the Management Board or the Supervisory Board.
(2) The Annual General Meetings are to be held at the Company’s headquarters, at a branch office or in one of the provincial capital cities of Austria.
(3) The announcement and invitation concerning the Annual General Meeting must be made by taking account of the provisions contained in § 18 as listed below.
§ 18
(1) The right of shareholders to participate in the Annual General Meeting and to exercise their shareholder rights in connection with this meeting stem from holding their shares at the end of the tenth day prior to that of the Annual General Meeting (record date). Shareholders who want to participate in the Annual General Meeting and exercise their voting rights must provide sufficient proof of shareholding to the Company at the record date.
(2) A safe custody receipt pursuant to § 10a Austrian Stock Corporation Act (AktG), as issued by a depositary bank based in a member state of the European Economic Area or in a full member state of the OECD, shall suffice as proof of shareholding for bearer shares kept in custody.
(3) For bearer shares which are not deposited, written confirmation by a licensed notary public in Austria shall suffice as proof of shareholding for the purpose of taking part in the Annual General Meeting. This confirmation of shareholding must contain the information stipulated in § 10a Sect. 2 Para. 2, 4 and 5 Stock Corporation Act (AktG), and must be sent to the address designated in the Invitation to the Annual General Meeting.
(4) Only shareholders whose proof of shareholding is received by the Company no later than three working days prior to that of the Annual General Meeting shall be eligible to take part in the meeting.
(5) If share certificates or interim certificates have not been issued, it shall be stated in the invitation to the Annual General Meeting on what conditions shareholders will be admitted to the Annual General Meeting.
§ 19
(1) Each non-par value bearer share is granted one vote.
(2) The right to vote may be exercised by proxy provided that the relevant proxy authorisation (power of attorney) is submitted to the Company. It shall suffice to issue the proxy in text form. The proxy authorisation may also be transmitted to the Company electronically. The proxy authorisation is to be physically kept or verifiably recorded by the Company.
(3) Safe custody receipts must be issued either in German or in English. Similarly, any written notice submitted to the Company by shareholders or depositary banks must be in German or in English. The official language is German.
§ 20
(1) The Annual General Meeting shall be chaired by the Chairman of the Supervisory Board, or one of his Deputy Chairmen. If none of them is present or wiling to chair the meeting, the notary public enlisted to certify the official documents shall arrange for the Annual General Meeting to elect a chairman.
(2) The Chairman of the Annual General Meeting shall preside over the meeting, and determine the sequence of the items on the agenda as well as the method of voting.
§ 21
Unless another type of majority vote is prescribed by law, the Annual General Meeting shall adopt resolutions by a simple majority of the votes cast or, in those cases in which a capital majority is required, by a majority of the share capital represented at the time of voting.
§ 22
If no simple majority has been achieved on the first ballot, then a runoff vote shall be held between the two candidates who have received the most votes. In the event of parity, the Chairman of the Annual General Meeting shall cast the decisive vote.
VI. ANNUAL FINANCIAL STATEMENTS AND DISTRIBUTION OF PROFITS
§ 23
The calendar year comprises the financial year of the Company.
§ 24
(1) Within the first five months of each financial year, the Management Board shall prepare the annual financial statements, including notes, as well as a management report for the previous financial year, and, after examination by the auditors, submit these documents to the Supervisory Board together with a proposal for the distribution of profits.
(2) Within the first seven months of the financial year, the Annual General Meeting shall adopt a resolution on the distribution of the consolidated net profit, on discharging the members of the Management Board and the Supervisory Board, on the appointment of the auditors, and, in the cases provided by law, on the adoption of the annual financial statements (Annual General Meeting).
§ 25
(1) The profit shares of the shareholders shall be distributed in proportion to the number of non-par value bearer shares. Deposits made in the course of the financial year shall be taken into account with relation to the period of time that has passed since such payment.
(2) If new shares are issued, a different entitlement to sharing in the profits may be determined.
§ 26
(1) Unless the Annual General Meeting decides otherwise, the profit shares shall be due for payment ten days after the Annual General Meeting has been held.
(2) Profit shares of the Company which have not been claimed within three years after falling due shall be forfeited and allocated to the Company’s free reserves.
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