STATUTES of DEUTZ Aktiengesellschaft Cologne
I Miscellaneous provisions
II Share capital, shares, bonds
III Management Board
IV Supervisory Board
V Annual general meeting
VI Financial year, net income, distributable profit
Company name and registered office
(1) The name of the public limited company is DEUTZ Aktiengesellschaft.
(2) Its registered office is in Cologne.
Objects of the Company
(1) The Company heads and manages a group of companies and investments in companies which operate in the area of development, manufacture and distribution of machinery, particularly diesel engines marketed
under the DEUTZ brand, as well as in the retail and service sectors.
(2) The Company itself may also operate within the aforementioned business areas. It is entitled to engage in all transactions and take all
measures which are directly or indirectly connected with the objects of the
Company or would serve to further these objects. It may to this extent also
establish, acquire or invest in other companies. It is authorised to bring
companies in which it holds an interest under unified management or to
restrict itself to the administration of these companies.
(1) The official announcements of the Company shall be made through
publication in the electronic Federal Gazette, unless publication in the
Federal Gazette is stipulated by law.
(2) Information to be provided to the shareholders of the Company may
also be sent by electronic means.
Share capital, shares, bonds
The share capital of the Company amounts to €308.978.241,98 (in words:
three hundred and eight million, nine hundred and seventy-eight thousand,
two hundred and forty-one euros and ninety-eight cents). It is divided into
120.861.783 (in words: one hundred and twenty million, eight hundred and
sixty-one thousand, seven hundred and eighty-three) registered no-par- value shares.
Bonds, profit-sharing rights
(1) The Management Board may resolve to issue bonds which are registered and to order or, with official approval, bearer bonds which may or
may not be secured by property.
(2) The Management Board shall decide the par value of the bonds, the
interest rate and other details of the issue, termination and redemption.
(3) The resolutions pursuant to (1) and (2) require the consent of the Supervisory Board. The same applies to the termination of the bonds.
Form of the shares, bonds etc.
(1) The Management Board shall decide on the wording and the form of
the shares and the bonds, and of the interim or profit share certificates and
interest and renewal coupons. The wording shall be subject to the consent
of the Supervisory Board.
(2) Global certificates may be issued. The right of the shareholders to have
their ownership of shares evidenced by certificates is excluded.
Composition etc. of the Management Board
(1) The Management Board comprises at least two members.
(2) The Supervisory Board shall determine the number of members of the
Management Board and the allocation of responsibilities. It may draw up
and issue rules of procedure.
(3) The resolutions of the Management Board shall be adopted by simple
majority vote, unless a larger majority is stipulated by law or by the rules of
procedure. If a Chairman of the Management Board is appointed, he shall
have the casting vote in the event of a tie.
Representation of the Company
The Company is legally represented either by two members of the Management Board acting jointly or by one member of the Management Board
acting in conjunction with a holder of full commercial power of attorney
Composition, election etc. of the Supervisory Board
(1) The Supervisory Board comprises twelve members.
(2) The term of office of a person elected to the Supervisory Board shall
continue until the end of the Annual General Meeting which formally approves the actions of the management for the fourth financial year following the start of the term. The financial year in which the term of office begins shall not be included.
(3) Members of the Supervisory Board may stand for re-election.
(4) Every member may resign his office by giving two months' notice to the
end of a month in writing to the Management Board.
(5) Supplementary elections shall be conducted to cover the remaining
term of the resigning member.
(6) At the same time as the elections for the ordinary members of the Supervisory Board, the annual general meeting may also elect up to five substitute members who, in the order determined at the time of the election,
will take the place of any shareholder representative member of the Supervisory Board who resigns his office prematurely. The term of office for a
substitute member in the event of succession pursuant to sentence one
shall be limited to the period ending at the end of the annual general meeting at which a supplementary election for the originally retiring member
has taken place.
Chair of the Supervisory Board
(1) At a meeting convened without special invitation immediately after the
annual general meeting which marks the start of the new term of office, the Board shall elect from among its members a Chairman and one
Deputy Chairman for its period of office. Until the elections have been
completed, the meeting will be chaired by the oldest shareholder representative on the Supervisory Board.
(2) If the Chairman of the Supervisory Board or his deputy resign from office before the end of their term, the Supervisory Board shall immediately
elect a replacement for the remainder of that term. If a new Chairman and
Deputy Chairman are both elected for the Supervisory Board at the same
meeting, paragraph (1) sentence 2 shall apply mutatis mutandis.
(3) When deputising for the Chairman, the Deputy Chairman shall have
the same rights and obligations as the Chairman unless stipulated otherwise by law. He is not required to present proof of his authority to represent the Chairman to authorities and other persons in order for his statements of intent to be valid.
Statements of intent by the Supervisory Board
The Chairman of the Supervisory Board or, in his absence, his Deputy,
may give statements of intent (Willenserklärung) on behalf of the Supervisory Board.
Internal procedure of the Supervisory Board
(1) Unless otherwise stipulated by law, the Supervisory Board shall constitute a quorum if at least half of the number of members prescribed by law
or by the Statutes take part in the vote. If, during a vote in a Supervisory Board meeting, the number of members representing the shareholders is
not equal to that of members representing the employees, or if the Chairman of the Supervisory Board does not vote, the vote must be postponed
if at least two members of the Supervisory Board request such a postponement. At the next duly convened meeting, votes on agenda items which were postponed from the preceding meeting in accordance
with sentence 2 may only be postponed by majority resolution.
(2) Resolutions concerning agenda items which have not been announced
duly and properly in accordance with the applicable formalities may only
be adopted provided that no Supervisory Board member objects to the
resolution. If no Supervisory Board member present at the meeting objects, absent members are to be given the opportunity to object to the res-
olution retrospectively within a reasonable period to be specified by the
Chairman; in this case the resolution shall only be valid if none of the absent Supervisory Board members has objected within the stipulated period.
(3) The resolutions of the Supervisory Board shall be adopted by simple
majority of the votes cast, unless the law stipulates a different majority in
individual cases. In the event of a tied vote, any Supervisory Board mem-
ber may demand that a new vote be carried out immediately on the same
matter. Should this second vote also result in a tie, the Chairman of the
Supervisory Board shall have two votes. Section 108 (3) German Joint
Stock Corporation Act also applies to the casting of the second vote.
(4) The Supervisory Board shall draw up rules of procedure within the
scope of the law and the Statutes.
Supervisory Board committees
(1) The Supervisory Board may form committees from among its members
and specify their duties and powers. It may also delegate essential powers
reserved to the Supervisory Board to these committees, so far as this is permitted by law. Section 27 (3) German Codetermination Act remains unaffected.
(2) Resolutions of committees shall be adopted by simple majority of the votes cast. The provisions of clause 12 (3) sentences 2 to 4 shall apply in respect of voting, in the absence of any contrary provisions of law.
Amendments to the Statutes
The Supervisory Board may change the wording but not the spirit of the
Remuneration of the Supervisory Board
(1) The members of the Supervisory Board will receive fixed annual remuneration of EUR 22,500. In addition, they are entitled to reimbursement of
their expenses and to an attendance fee of EUR 2,500 for each Supervisory Board meeting they attend. The Company can also arrange for the purchase of adequate liability insurance coverage.
(2) The Chairman of the Supervisory Board will receive twice the remuneration established under paragraph (1), and his deputy one-and-one-half
times that amount.
(3) In addition all members of a Supervisory Board committee will receive
an attendance fee of EUR 2,500 for each meeting they attend. The Chairman of the committee will receive twice this sum, and his deputy one-and-
one-half times the amount
(4) Furthermore the members of the Supervisory Board will also be reimbursed for VAT incurred by them in connection with remuneration paid for
their Supervisory Board duties.
(5) The Annual General Meeting will determine if and to what extend the
Supervisory Board shall be granted remuneration should the Company be
Annual general meeting
Venue and calling of the AGM
(1) The annual general meeting may take place at the registered office of
the Company, in Berlin or in any other town or city in the Federal Republic
(2) The meeting may also be called by the Supervisory Board or its Chairman.
Attendance at annual general meetings and the exercising of voting rights
(1) Shareholders who register for an annual general meeting and provide
evidence of their shareholding shall be entitled to attend the annual gen-
eral meeting and to exercise their voting rights.
(2) The evidence of shareholding is to be submitted in the form of evidence prepared by a depositary institution in German or English in writing.
The evidence of shareholding must refer to the start of the twenty-first day
before the annual general meeting.
(3) The registration and the evidence of shareholding must be received by
the Company at least six days prior to the meeting at the address specified
in the invitation. The day of receipt may not be counted.
Chairman of the annual general meeting
1) The Chairman of the Supervisory Board shall chair the annual general
meeting. If he is unable to do so, the shareholder representative members of the Supervisory Board present shall elect a person to chair the meeting from among their members.
(2) Should no shareholder representative member of the Supervisory
Board be present, the participant with the greatest number of votes shall
open the meeting and shall allow the meeting to elect a chair.
Conduct of the annual general meeting
(1) The chairman of the annual general meeting may conduct the discussions and votes in a different order to that published in the agenda.
(2) The chairman of the annual general meeting may reasonably restrict
the amount of time available to shareholders to speak and put questions.
Voting and elections
(1) The annual general meeting shall always adopt resolutions in accordance with the majority of the yes or no votes cast and, so far as a majority
of the share capital is required, by simple majority of the share capital, unless otherwise stipulated by law or the Statutes. The chairman of the meeting shall stipulate the voting procedure. The result of the voting may
also be calculated by deducting the yes or no votes plus abstentions from
the total number of votes held by those eligible to vote.
(2) If no proposal secures a majority of the votes cast, the proposal which
secures the most votes shall be accepted. In the event of a tied vote the
chairman shall draw lots.
(3) In the case of elections to the Supervisory Board, the Chairman is entitled to present a list of proposed members drawn up by the management
or the shareholders.
Financial year, net income, distributable profit
The financial year starts on 1 January and ends on 31 December.
Appropriation of the net income and the distributable profit
(1) The Supervisory Board and Management Board may, when adopting
the annual financial statements, allocate more than half, but not more than
two thirds of the net income to non-statutory reserves, so far as this is
permitted by law.
(2) The annual general meeting may resolve any appropriation of the distributable profit which is permitted by law.
(3) The profit shares of the shareholders shall be determined as a proportion of the contributions paid on their share of the share capital and, in the
case of contributions paid during the course of the financial year, pro rata
temporis on the basis of the time elapsed since the contribution was made.
(4) In the event of a capital increase a different profit sharing entitlement
may be agreed for the new shares.